SANMINA-SCI CORP
EXHIBIT 10.48
<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>8
<FILENAME>f86269exv10w48.txt
<DESCRIPTION>EXHIBIT 10.48
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.48


                           THIRD AMENDED AND RESTATED

                         RECEIVABLES PURCHASE AGREEMENT

                            DATED AS OF JULY 31, 2002

                                      AMONG

                                SCI FUNDING, INC.

                                    AS SELLER

                              SCI TECHNOLOGY, INC.

                               AS INITIAL SERVICER

                             SANMINA-SCI CORPORATION

                                  AS GUARANTOR

                           QUINCY CAPITAL CORPORATION

                                       AND

                          AMSTERDAM FUNDING CORPORATION

                              AS CONDUIT PURCHASERS

                                       AND

                      BANK OF AMERICA, NATIONAL ASSOCIATION

                                       AND

                               ABN AMRO BANK N.V.

                               AS BANK PURCHASERS

                      BANK OF AMERICA, NATIONAL ASSOCIATION

                             AS ADMINISTRATIVE AGENT


<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
ARTICLE I     PURCHASES AND REINVESTMENTS....................................  2

     SECTION 1.01.      Purchases and Reinvestments..........................  2

     SECTION 1.02.      Purchase and Reinvestment Limits.....................  3

     SECTION 1.03.      Making Purchases from Seller.........................  4

     SECTION 1.04.      Assignment...........................................  4

     SECTION 1.05.      Facility Termination Date............................  4

     SECTION 1.06.      Purchase Termination Date............................  5

     SECTION 1.07.      Voluntary Termination of Facility or Reduction of
                        Maximum Purchase Limit...............................  5

     SECTION 1.08.      Limitation of Ownership Interest.....................  5

     SECTION 1.09.      Permitted Repurchases................................  5

     SECTION 1.10.      Assignment by Quincy to its Bank Purchasers..........  5

     SECTION 1.11.      Downgrade of Bank Purchaser..........................  7

     SECTION 1.12.      Non-Renewing Bank Investors..........................  9

ARTICLE II    UNDIVIDED INTEREST AND PURCHASERS' SHARE....................... 10

     SECTION 2.01.      Undivided Interest................................... 10

     SECTION 2.02.      Required Allocation.................................. 11

     SECTION 2.03.      Purchaser's Investment............................... 11

     SECTION 2.04.      Net Pool Balance..................................... 12

     SECTION 2.05.      Purchasers' Share.................................... 13

ARTICLE III   SETTLEMENTS.................................................... 14

     SECTION 3.01.      Non-Run Off Settlement Procedures for Collections.... 14

     SECTION 3.02.      Run Off Settlement Procedures for Collections........ 15

     SECTION 3.03.      Special Settlement Procedures; Reduction of
                        Purchaser's Investment, Etc. ........................ 16

     SECTION 3.04.      Reporting............................................ 18

     SECTION 3.05.      Payments and Computations, Etc....................... 18

     SECTION 3.06.      Treatment of Collections and Deemed Collections...... 19

ARTICLE IV    FEES AND YIELD PROTECTION...................................... 19

     SECTION 4.01.      Fees................................................. 19

     SECTION 4.02.      Yield Protection..................................... 19
</TABLE>


                                      -i-

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<TABLE>
<S>                                                                         <C>
ARTICLE V     CONDITIONS TO EFFECTIVENESS OF PURCHASES....................... 21

     SECTION 5.01.      Conditions Precedent to Initial Purchase............. 21

     SECTION 5.02.      Conditions Precedent to All Purchases and
                        Reinvestments........................................ 23

ARTICLE VI    REPRESENTATIONS AND WARRANTIES................................. 23

     SECTION 6.01.      Representations and Warranties - Seller.............. 23

     SECTION 6.02.      Representations and Warranties - SCI................. 26

     SECTION 6.03.      Representations and Warranties - Guarantor........... 28

ARTICLE VII   GENERAL COVENANTS.............................................. 30

     SECTION 7.01.      Affirmative Covenants................................ 30

     SECTION 7.02.      Reporting Requirements............................... 32

     SECTION 7.03.      Negative Covenants................................... 34

     SECTION 7.04.      Separate Corporate Existence......................... 35

     SECTION 7.05.      Financial Covenants.................................. 37

ARTICLE VIII  ADMINISTRATION AND COLLECTION.................................. 38

     SECTION 8.01.      Designation of Servicer.............................. 38

     SECTION 8.02.      Duties of Servicer................................... 39

     SECTION 8.03.      Rights of the Administrative Agent................... 40

     SECTION 8.04.      Responsibilities of Seller........................... 41

     SECTION 8.05.      Further Action Evidencing Purchases.................. 42

     SECTION 8.06.      Application of Collections........................... 43

ARTICLE IX    SECURITY INTEREST.............................................. 43

     SECTION 9.01.      Grant of Security Interest........................... 43

     SECTION 9.02.      Further Assurances................................... 43

     SECTION 9.03.      Remedies............................................. 43

ARTICLE X     TERMINATION EVENTS............................................. 44

     SECTION 10.01.     Termination Events................................... 44

     SECTION 10.02.     Remedies............................................. 46

ARTICLE XI    THE ADMINISTRATIVE AGENT....................................... 46

     SECTION 11.01.     Authorization and Action............................. 46

     SECTION 11.02.     Administrative Agent's Reliance, Etc................. 47

     SECTION 11.03.     Administrative Agent and Affiliates.................. 47

     SECTION 11.04.     Seller's Failure to Perform.......................... 47
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<S>                                                                         <C>
     SECTION 11.05.     Indemnification of the Administrative Agent.
                        The Bank Purchasers shall indemnify upon demand the
                        Administrative Agent, together with its Affiliates
                        and officers, directors, employees, agents and
                        attorneys-in-fact of such Persons and their
                        respective Affiliates (each, an "Agent-Related
                        Person") (to the extent not reimbursed by or on
                        behalf of the Seller and without limiting the
                        obligation of the Seller to do so), pro rata, and
                        hold harmless each Agent-Related Person from and
                        against any and all Indemnified Amounts incurred by
                        it; provided, however, that no Bank Purchaser shall
                        be liable for the payment to any Agent-Related
                        Person of any portion of such Indemnified Amounts
                        resulting from such Person's gross negligence or
                        willful misconduct, as finally determined by a
                        court of competent jurisdiction; provided, however,
                        that no action taken in accordance with the
                        directions of the Required Purchasers shall be
                        deemed to constitute gross negligence or willful
                        misconduct for purposes of this
                        Section.............................................. 47

ARTICLE XII   ASSIGNMENT OF PURCHASER'S INTEREST............................. 48

     SECTION 12.01.     Restrictions on Assignments.......................... 48

     SECTION 12.02.     Rights of Assignee................................... 49

     SECTION 12.03.     Notice of Assignment................................. 49

     SECTION 12.04.     Evidence of Assignment............................... 49

ARTICLE XIII  INDEMNIFICATION................................................ 49

     SECTION 13.01.     Indemnities.......................................... 49

ARTICLE XIV   GUARANTEE...................................................... 52

     SECTION 14.01.     Guarantee............................................ 52

     SECTION 14.02.     Maintenance of Ownership............................. 53

     SECTION 14.03.     Representation and Warranty.......................... 54

     SECTION 14.04.     Subrogation.......................................... 54

ARTICLE XV    MISCELLANEOUS.................................................. 54

     SECTION 15.01.     Amendments, Etc...................................... 54

     SECTION 15.02.     Notices, Etc......................................... 54

     SECTION 15.03.     No Waiver; Remedies.................................. 55

     SECTION 15.04.     Binding Effect; Survival............................. 55

     SECTION 15.05.     Costs, Expenses and Taxes............................ 55

     SECTION 15.06.     No Proceedings....................................... 56
</TABLE>


                                      -iii-

<PAGE>

<TABLE>
<S>                                                                         <C>
     SECTION 15.07.     Confidentiality of Information....................... 56

     SECTION 15.08.     Captions and Cross References........................ 58

     SECTION 15.09.     Integration.......................................... 58

     SECTION 15.10.     Governing Law........................................ 58

     SECTION 15.11.     Waiver Of Jury Trial................................. 59

     SECTION 15.12.     Consent To Jurisdiction; Waiver Of Immunities........ 59

     SECTION 15.13.     Execution in Counterparts............................ 59

     SECTION 15.14.     Originators.......................................... 59

     SECTION 15.15.     Confidentiality of SCI Information................... 59

     SECTION 15.16.     Funding.............................................. 60

     SECTION 15.17.     Sharing of Payments, Etc............................. 60

     SECTION 15.18.     Excess Funds......................................... 60


APPENDICES
     APPENDIX A -- DEFINITIONS...............................................A-1

     APPENDIX B -- CALCULATION OF DISCOUNT AND RESERVE.......................B-1

SCHEDULE I -- Commitments

     SCHEDULES

SCHEDULE 2.04(b)   Concentration Limits

SCHEDULE 2.04(c)   Special Concentration Limits\

SCHEDULE 6.01(d)   Litigation

SCHEDULE 6.01(k)   List of Offices of Seller where Records Are Kept

SCHEDULE 6.01(l)   List of Lock-Box Banks

SCHEDULE 6.01(m)-1 Forms of Contracts

SCHEDULE 6.01(m)-2 Description of Credit and Collection Procedure

SCHEDULE 15.02     Addresses

                                    EXHIBITS

EXHIBIT 1.03(a)    Form of Purchase Notice

EXHIBIT 3.04(a)    Form of Periodic Report
</TABLE>


                                      -iv-

<PAGE>

<TABLE>
<S>                                                                         <C>
EXHIBIT 5.01(i)    Form of Lock-Box Agreement

EXHIBIT 12.04      Form of Assignment (for assignment to third party)

EXHIBIT I-1        Form of Guaranty
</TABLE>


                                      -v-

<PAGE>

                           THIRD AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT

                            Dated as of July 31, 2002


        THIS IS A THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT,
among SCI FUNDING, INC., a Delaware corporation ("Seller"), SCI TECHNOLOGY,
INC., an Alabama corporation ("SCI"), SANMINA-SCI CORPORATION, a Delaware
corporation (together with its successors and permitted assigns, "Guarantor"),
QUINCY CAPITAL CORPORATION, a Delaware corporation, ("Quincy"), AMSTERDAM
FUNDING CORPORATION, a Delaware corporation ("Amsterdam", and together with
Quincy, individually a "Conduit Purchaser" and collectively the "Conduit
Purchasers"), BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking
association ("BofA"), ABN AMRO BANK N.V., a bank organized under the laws of The
Netherlands ("ABN", and together with BofA, individually a "Bank Purchaser" and
collectively the "Bank Purchasers", and together with the Conduit Purchasers,
individually a "Purchaser" and collectively the "Purchasers"), and BANK OF
AMERICA, NATIONAL ASSOCIATION, a national banking association, as administrative
agent for the Purchasers (together with its successors and assigns, in such
capacity, the "Administrative Agent"). Unless otherwise indicated, capitalized
terms used in this Agreement are defined in Appendix A.

                                   Background

        1. Seller, SCI, the Guarantor, the Conduit Purchasers, the Bank
Purchasers and the Administrative Agent entered into a Second Amended and
Restated Receivables Purchase Agreement, dated as of June 14, 2000, (as
heretofore amended, the "Original Receivables Agreement").

        2. The parties hereto desire to amend and restate the Original
Receivables Agreement in its entirety as set forth herein.

        3. Seller has, and expects to have, Pool Receivables in which Seller
intends to sell an undivided interest. Seller has requested the Conduit
Purchasers, and the Conduit Purchasers may, subject to the terms and conditions
contained in this Agreement, fund the purchase of such undivided interest,
referred to herein as the Undivided Interest, from Seller from time to time
during the term of this Agreement. In the event that any Conduit Purchaser
decides not to fund a Purchase or Reinvestment hereunder, subject to the terms
and conditions contained in this Agreement, such Conduit Purchaser's Related
Bank Purchasers shall fund such Purchase or Reinvestment.

        4. Seller and Purchasers also desire that, subject to the terms and
conditions of this Agreement, certain of the daily Collections be reinvested in
Pool Receivables through the sale by Seller to the Administrative Agent, for the
benefit of the Purchasers, of additional undivided interests in the Pool
Receivables, such daily reinvestment of Collections to be effected by an
automatic daily adjustment to the Undivided Interest, and to be intended to
permit each


<PAGE>

Purchaser then funding a portion of the Undivided Interest to maintain its
Purchaser's Investments fully invested in uncollected Pool Receivables.

        5. The Conduit Purchasers expect generally to fund their respective
Purchases and Reinvestments through the issuance of Commercial Paper Notes. Each
Conduit Purchaser has entered into Program Support Agreements providing for the
purchase by a Program Support Provider of, or the making by a Program Support
Provider of loans secured by, such Conduit Purchaser's portion of the Undivided
Interest in the event such Conduit Purchaser is unable or unwilling to fund its
Purchases or Reinvestments pursuant to this Agreement by the issuance of
Commercial Paper Notes or otherwise prefers to fund such Purchases or
Reinvestments under its Program Support Agreements rather than by the issuance
of Commercial Paper Notes, or is unable to pay such Commercial Paper Notes at
maturity from the proceeds of Collections.

        6. BofA has been requested, and is willing, to act as the Administrative
Agent.

        7. It is a condition precedent for Purchasers and the Administrative
Agent to enter into this Agreement that Guarantor guaranty the performance of
SCI and the Originators under the Agreement Documents, and Guarantor is willing
to guaranty such performance, in each case upon the terms and conditions set
forth herein.

        NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby amend and restate the Original Receivables Agreement in its entirety, and
hereby agree, as follows:

                                    ARTICLE I

                           PURCHASES AND REINVESTMENTS

        SECTION 1.01. Purchases and Reinvestments. On the terms and subject to
the conditions set forth in this Agreement (including Article V):

            (a) Purchases. Each Conduit Purchaser may, in its sole discretion,
        fund purchases from Seller of the Undivided Interest or increases
        therein from time to time during the period from the date hereof to the
        Purchase Termination Date. In the event that a Conduit Purchaser decides
        not to fund a Purchase or a Reinvestment, such Conduit Purchaser's
        Related Bank Purchasers, subject to the terms and conditions of this
        Agreement, shall fund such Purchase. Each such purchase and, as the
        context may require, the purchase price paid by the Purchasers funding
        such purchase to Seller in respect thereof (determined pursuant to
        Section 1.03(b)), is herein called a "Purchase".

            (b) Reinvestments. Pursuant to Section 3.01, during the period from
        the date hereof to the Facility Termination Date, each Conduit Purchaser
        may, in its sole discretion, permit Servicer to cause certain of the
        Collections in respect of its Funded Percentage of the Undivided
        Interest to be applied to the purchase of additional undivided interests
        in the Pool Receivables, thereby resulting in an appropriate
        readjustment of the Undivided Interest. Pursuant to Section 3.01, but
        subject to the terms and conditions set forth herein, during the period
        from the date hereof to the Facility Termination Date, each


                                       2

<PAGE>


        Bank Purchaser shall permit Servicer to cause certain of the Collections
        in respect of its Funded Percentage of the Undivided Interest to be
        applied to the purchase of additional undivided interests in the Pool
        Receivables, thereby resulting in an appropriate readjustment of the
        Undivided Interest. Each such purchase of an additional undivided
        interest pursuant to Section 3.01 is herein called a "Reinvestment".

            (c) Sale by Conduit Purchaser to Bank Purchaser. Quincy may at any
        time, at its discretion, sell all or any portion of its Funded
        Percentage of the Undivided Interest to its Related Bank Purchasers, and
        each Related Bank Purchaser shall purchase from Quincy its Conduit
        Related Percentage of the amount being so sold, (the related purchase
        price with respect to such sale not to exceed the purchase price Quincy
        would have received therefor under its Liquidity Agreement), provided
        that no Related Bank Purchaser shall be obligated to make any such
        purchase (i) after such Related Bank Purchaser's Support Termination
        Date; (ii) if Quincy is subject to an Event of Bankruptcy at the time of
        such purchase or (iii) to the extent that, after giving effect to such
        purchase, such Bank Purchaser's outstanding Purchaser's Investment would
        exceed its Commitment. Any such sale by Quincy shall be made upon notice
        given to its Related Bank Purchasers no later than 12:00 noon (New York
        time) on the date of such purchase.

Nothing set forth in this Agreement shall be deemed to be or shall be construed
as a commitment by any Conduit Purchaser to fund the purchase of, or increase
in, the Undivided Interest. However, so long as the conditions to Reinvestment
set forth in this Agreement are met, Servicer may presume that Collections may
be used to make Reinvestments on behalf of each Conduit Purchaser as provided
herein, absent notice from such Conduit Purchaser (through its Related
Administrator to the Administrative Agent) to the contrary (which notice may be
given at any time). Purchases and Reinvestments made hereunder shall be without
recourse with regard to Defaulted Receivables (except as otherwise specifically
provided in Article II of this Agreement in connection with the calculation of
the Undivided Interest).

        SECTION 1.02. Purchase and Reinvestment Limits. Under no circumstances
shall any Purchaser fund any Purchase or Reinvestment to the extent that, after
giving effect to such Purchase or Reinvestment, as the case may be:

            (a) Purchase Limit. The Total Purchasers' Investments would exceed
        an amount (the "Purchase Limit") equal to $200,000,000, as such amount
        may be reduced pursuant to Section 1.07;

            (b) Required Allocation Limit. The Required Allocation would exceed
        an amount (the "Required Allocation Limit") equal to 100% of the Net
        Pool Balance;

            (c) Percentage. Such Purchaser's Purchaser's Investment would exceed
        an amount equal to such Purchaser's Percentage of the Total Purchasers'
        Investments or the aggregate of the Purchaser's Investments for all
        members of such Purchaser's Related Group would exceed an amount equal
        to the Group Percentage of such Purchaser's Related Group of the Total
        Purchasers' Investments;


                                       3

<PAGE>



            (d) Commitment. Such Purchaser's Investment would exceed an amount
        equal to such Purchaser's Commitment or the Purchaser's Investments for
        all members of such Purchaser's Related Group would exceed an amount
        equal to the aggregate Commitments of the Bank Purchasers in such
        Purchaser's Related Group; or

            (e) Coverage Limit. The sum of the Total Purchasers' Investments
        plus the Earned Discount to accrue through the end of the applicable
        Settlement Periods would exceed $204,000,000.

Each Purchaser's Commitment is several and not joint.

        SECTION 1.03. Making Purchases from Seller. (a) Notice of Purchase. Each
Purchase from Seller shall be made on notice from Seller to the Administrative
Agent and each Related Administrator received not later than 11:00 a.m. (New
York time) on the Business Day next preceding the date of such proposed
Purchase. Each such notice of a proposed Purchase shall be in substantially the
form attached as Exhibit 1.03(a) and shall specify the desired amount and date
of such Purchase. In the event that a Conduit Purchaser elects not to fund such
Purchase hereunder, it shall notify Seller and the Administrative Agent thereof
by the close of business on the Business Day next preceding the date of proposed
Purchase.

            (a) Amount of Purchase. The amount of each Purchase shall be equal
        to the lesser of (x) the amount proposed by Seller pursuant to Section
        1.03(a) and (y) the maximum amount permitted under Section 1.02. All
        Purchases hereunder other than on the date hereof shall be made by each
        Related Group on a pro rata basis (based on the aggregate Percentages of
        the Bank Purchasers in each Related Group).

            (b) Funding of Purchase. On the date of each Purchase, each Conduit
        Purchaser and/or each Bank Purchaser funding such Purchase shall, upon
        satisfaction of the applicable conditions set forth in Article V, make
        available to the Administrative Agent at the Administrative Agent's
        Account not later than 11:00 a.m. (New York time) the amount of its
        Purchase (determined pursuant to Section 1.03(b)) in same day funds, and
        after receipt by the Administrative Agent of such funds, the
        Administrative Agent will make such funds immediately available to
        Seller at such office.

        SECTION 1.04. Assignment. Seller hereby sells, assigns and transfers to
the Administrative Agent, for the benefit of the applicable Purchasers, the
Undivided Interest in the Pool.

        SECTION 1.05. Facility Termination Date. (a) The "Facility Termination
Date" shall be the earlier to occur of (i) July 30, 2003 (herein, as the same
may be extended, called the "Scheduled Facility Termination Date"), and (ii) the
date of termination of the Facility pursuant to Section 1.07 or 10.02.

            (b) The then Scheduled Facility Termination Date may be extended
        from time to time for successive periods of 364 days by written notice
        of request given by Seller to the Administrative Agent and each Bank
        Purchaser at least 90 days prior to the then Scheduled Facility
        Termination Date and written notice of acceptance given by each Bank
        Purchaser to the Administrative Agent and Seller not later than 5
        Business Days


                                       4

<PAGE>

        prior to such Scheduled Facility Termination Date. Failure of any Bank
        Purchaser to respond in such time frame shall be deemed to be a
        rejection of such request.

        SECTION 1.06. Purchase Termination Date. (a) The "Purchase Termination
Date" shall be the earlier to occur of (i) the Facility Termination Date and
(ii) the date of termination of the purchase facility with respect to Purchases
pursuant to subsection (b).

            (b) The Facility shall terminate with respect to Purchases by a
        Conduit Purchaser on the scheduled date of termination of any Program
        Support Agreement for such Conduit Purchaser. Each Conduit Purchaser
        agrees to give Seller at least 30 days' prior written notice of the
        termination of the Facility (if such date is earlier than the Purchase
        Termination Date) with respect to Purchases by it pursuant to this
        clause (b), but no failure to give or delay in giving such notice shall
        prevent or delay such termination.

        SECTION 1.07. Voluntary Termination of Facility or Reduction of Maximum
Purchase Limit. Seller may, upon at least 5 days' prior written notice to the
Administrative Agent and each Bank Purchaser, terminate the Facility in whole or
reduce in part the unused portion of the Purchase Limit; provided, however, that
(a) each partial reduction shall be in an amount equal to $5,000,000 or an
integral multiple thereof and (b) after giving effect to such reduction, the
remaining Purchase Limit will not be less than $150,000,000. Any reduction of
the Purchase Limit shall be applied to reduce each Purchaser's Commitment on a
pro rata basis.

        SECTION 1.08. Limitation of Ownership Interest. Nothing in this
Agreement shall be interpreted as providing the Administrative Agent or any
Purchaser with an ownership interest in any Receivables that are not Pool
Receivables.

        SECTION 1.09. Permitted Repurchases. Seller may, upon at least 5 days'
prior written notice to the Administrative Agent and each Bank Purchaser,
repurchase the Undivided Interest in whole but not in part by paying in full all
outstanding amounts owed to the Indemnified Parties under the Receivables
Purchase Agreement and the other Agreement Documents (including, without
limitation, the Earned Discount and Purchaser's Investment of each Purchaser and
all amounts described in the following sentence). The Seller shall pay each
Managing Agent for the account of its related Purchasers on the date of any such
repurchase such amount or amounts as shall compensate the Purchasers for any
loss (including loss of profit), cost or expense incurred by the Purchasers (as
reasonably determined by the applicable Managing Agent) as a result of any
reduction of any Undivided Interest other than on the maturity date of the
Commercial Paper Notes (or other financing source, including the LIBOR market)
funding such Undivided Interest, such compensation to be (i) limited to an
amount equal to any loss or expense suffered by the Purchasers during the period
from the date of receipt of such repayment to (but excluding) the maturity date
of such Commercial Paper Notes (or other financing source) and (ii) net of the
income, if any, received by the recipient of such reductions from investing the
proceeds of such reduction of such Undivided Interest. The determination by the
applicable Managing Agent of the amount of any such loss or expense shall be set
forth in a written notice to the Seller in reasonable detail and shall be
conclusive, absent manifest error.

        SECTION 1.10. Assignment by Quincy to its Bank Purchasers.


                                       5

<PAGE>


            (a) Assignment Amounts. At any time on or prior to the Support
        Termination Date for the Bank Purchasers in the Quincy Related Group, if
        the Quincy's Related Administrator on behalf of Quincy so elects, by
        written notice to the Administrative Agent and the Bank Purchasers in
        the Quincy Related Group, Quincy does hereby assign effective on the
        Assignment Date referred to below all or such portions as may be elected
        by Quincy of its interest in its Purchaser's Investment and the
        Undivided Interest at such time to its Bank Purchasers pursuant to this
        Section 1.10 and the Seller hereby agrees to pay the amounts described
        in Section 1.10(b); provided, however, that unless such assignment is an
        assignment of all of Quincy's interest in its Purchaser's Investment and
        the Undivided Interest in whole on or after the date Quincy has provided
        written notice to its Related Administrator that it elects, in its sole
        discretion, to commence the amortization of its Purchaser's Investment
        (the "Conduit Investment Termination Date"), no such assignment shall
        take place pursuant to this Section 1.10 if a Termination Event
        described in Section 10.1(h) shall then exist; and provided, further,
        that no such assignment shall take place pursuant to this Section 1.10
        at a time when an Event of Bankruptcy with respect to Quincy exists. No
        further documentation or action on the part of Quincy or the Seller
        shall be required to exercise the rights set forth in the immediately
        preceding sentence, other than the giving of the notice by the Related
        Administrator on behalf of Quincy referred to in such sentence and the
        delivery by the Related Administrator of a copy of such notice to each
        Related Bank Purchaser (the date of the receipt by the Bank Purchasers
        of any such notice being the "Assignment Date"). Each Related Bank
        Purchaser of Quincy hereby agrees, unconditionally and irrevocably and
        under all circumstances, without setoff, counterclaim or defense of any
        kind, to pay the full amount of its Assignment Amount on such Assignment
        Date to Quincy in immediately available funds to an account designated
        by the Administrative Agent. Upon payment of its Assignment Amount, each
        such Bank Investor shall acquire an interest in Quincy's Purchaser's
        Investment equal to its pro rata share (based on the outstanding
        portions funded by it) of such Purchaser's Investment. Upon any
        assignment in whole by Quincy to its Related Bank Purchasers on or after
        the Conduit Investment Termination Date as contemplated hereunder,
        Quincy shall cease to make any additional Purchases or Reinvestments
        hereunder. At all times prior to the Conduit Investment Termination
        Date, nothing herein shall prevent Quincy from making a subsequent
        Purchase or Reinvestment hereunder, in its sole discretion, following
        any assignment pursuant to this Section 1.10 or from making more than
        one assignment pursuant to this Section 1.10.

            (b) Seller's Obligation to Pay Certain Amounts; Additional
        Assignment Amount. The Seller shall pay to the Administrative Agent, for
        the account of Quincy, in connection with any assignment by Quincy to
        its Related Bank Purchasers pursuant to this Section 1.10, an aggregate
        amount equal to all Earned Discount to accrue through the end of each
        outstanding Settlement Period to the extent attributable to the portion
        of the Purchaser's Investment so assigned to the Bank Purchasers (which
        Earned Discount shall be determined for such purpose using the
        Commercial Paper Rate most recently determined by the Related
        Administrator) (as determined immediately prior to giving effect to such
        assignment), plus all other amounts owed to Quincy at such time (other
        than the Purchaser's Investment and other than any Earned Discount not
        described above). If the Seller fails to make payment of such amounts at
        or prior to the time of


                                       6

<PAGE>


        assignment by Quincy to the Bank Purchasers, such amount shall be paid
        by the Bank Purchasers (in accordance with their respective pro rata
        shares) to Quincy as additional consideration for the interests assigned
        to the Bank Purchasers and the amount of the "Purchaser's Investment"
        hereunder held by the Bank Purchasers shall be increased by an amount
        equal to the additional amount so paid by the Bank Purchasers.

            (c) Administration of Agreement after Assignment from Quincy to Bank
        Purchasers following the Conduit Investment Termination Date. After any
        assignment in whole by Quincy to the Bank Purchasers pursuant to this
        Section 1.10 at any time on or after the Conduit Investment Termination
        Date (and the payment of all amounts owing to Quincy in connection
        therewith), all rights of the Related Administrator set forth herein
        shall be given to the Administrative Agent on behalf of the Bank
        Purchasers instead of the Related Administrator.

            (d) Payments to Agent's Account. After any assignment in whole by
        Quincy to the Bank Purchasers pursuant to this Section 1.10 at any time
        on or after the Conduit Investment Termination Date, all payments to be
        made hereunder by the Seller or the Servicer to Quincy shall be made to
        the Administrative Agent's account as such account shall have been
        notified to the Seller and the Servicer.

            (e) Recovery of Purchaser's Investment. In the event that the
        aggregate of the Assignment Amounts paid by the Bank Purchasers pursuant
        to this Section 1.10 on any Assignment Date occurring on or after the
        Conduit Investment Termination Date is less than the Purchaser's
        Investment of Quincy on such Assignment Date, then to the extent
        Collections thereafter received by the Administrative Agent hereunder in
        respect of the Purchaser's Investment exceed the aggregate of the
        unrecovered Assignment Amounts and Purchaser's Investment funded by the
        Bank Investors, such excess shall be remitted by the Administrative
        Agent to Quincy.

        SECTION 1.11. Downgrade of Bank Purchaser. (a) Downgrades Generally. If
at any time on or prior to the Support Termination Date for the Bank Purchasers
in the Quincy Related Group, the short term debt rating of any Bank Purchaser
shall be "A-2", "P-2" or "F-2" from S&P, Moody's or Fitch, respectively, with
negative credit implications, such Bank Purchaser, upon request of the Related
Administrator, shall, within thirty (30) days of such request, assign its rights
and obligations hereunder to another financial institution (which institution's
short term debt shall be rated at least "A-2", "P-2" or "F-2" from S&P, Moody's
or Fitch, respectively, and which shall not be so rated with negative credit
implications and which is acceptable to Quincy and the Related Administrator).
If the short term debt rating of an Bank Purchaser shall be "A-3", "P-3" or
"F-3", or lower, from S&P, Moody's or Fitch, respectively (or such rating shall
have been withdrawn by S&P or Moody's), such Bank Purchaser, upon request of the
Related Administrator, shall, within five (5) Business Days of such request,
assign its rights and obligations hereunder to another financial institution
(which institution's short term debt shall be rated at least "A-2", "P-2" or
"F-2", from S&P, Moody's or Fitch, respectively, and which shall not be so rated
with negative credit implications and which is acceptable to Quincy and the
Related Administrator ). In either such case, if any such Bank Purchaser shall
not have assigned its rights and obligations under this Agreement within the
applicable time period described above (in either such case, the "Required
Downgrade Assignment Period"), the


                                       7

<PAGE>


Related Administrator on behalf of Quincy shall have the right to require such
Bank Purchaser to pay upon one (1) Business Day's notice at any time after the
Required Downgrade Assignment Period (and each such Bank Purchaser hereby agrees
in such event to pay within such time) to the Related Administrator an amount
equal to such Bank Purchaser's unused Commitment (a "Downgrade Draw") for
deposit by the Related Administrator into an account, in the name of the Related
Administrator (a "Downgrade Collateral Account"), which shall be in satisfaction
of such Bank Purchaser's obligations to make Purchases and to pay its Assignment
Amount upon an assignment from Quincy in accordance with Section 1.10; provided,
however, that if, during the Required Downgrade Assignment Period, such Bank
Purchaser delivers a written notice to the Related Administrator of its intent
to deliver a direct pay irrevocable letter of credit pursuant to this proviso in
lieu of the payment required to fund the Downgrade Draw, then such Bank
Purchaser will not be required to fund such Downgrade Draw. If any Bank
Purchaser gives the Related Administrator such notice, then such Bank Purchaser
shall, within one (1) Business Day after the Required Downgrade Assignment
Period, deliver to the Related Administrator a direct pay irrevocable letter of
credit in favor of the Related Administrator in an amount equal to the unused
portion of such Bank Purchaser's Commitment, which letter of credit shall be
issued through an United States office of a bank or other financial institution
(i) whose short-term debt ratings by S&P and Moody's are at least equal to the
ratings assigned by such statistical rating organization to the Commercial Paper
and (ii) that is acceptable to Quincy and the Related Administrator. Such letter
of credit shall provide that the Related Administrator may draw thereon for
payment of any Purchase or Assignment Amount payable by such Bank Purchaser
which is not paid hereunder when required, shall expire no earlier than the
Support Termination Date and shall otherwise be in form and substance acceptable
to the Related Administrator.

            (b) Application of Funds in Downgrade Collateral Account. If any
        Bank Purchaser shall be required pursuant to Section 1.11(a) to fund a
        Downgrade Draw, then the Related Administrator shall apply the monies in
        the Downgrade Collateral Account applicable to such Bank Purchaser's pro
        rata share of Purchases required to be made by the Bank Purchasers in
        the Quincy Related Group, to any Assignment Amount payable by such Bank
        Purchaser pursuant to Section 1.10 and to any purchase price payable by
        such Bank Purchaser pursuant to Section 1.12(b) at the times, in the
        manner and subject to the conditions precedent set forth in this
        Agreement. The deposit of monies in such Downgrade Collateral Account by
        any Bank Purchaser shall not constitute a Purchase or the payment of any
        Assignment Amount (and such Bank Purchaser shall not be entitled to
        interest on such monies except as provided below in this Section
        1.11(b), unless and until (and then only to the extent that) such monies
        are used to fund Purchases or to pay any Assignment Amount or purchase
        price pursuant to Section 1.12(b) pursuant to the first sentence of this
        Section 1.11(b). The amount on deposit in such Downgrade Collateral
        Account shall be invested by the Related Administrator in eligible
        investments and such eligible investments shall be selected by the
        Related Administrator in its sole discretion. The Related Administrator
        shall remit to such Bank Purchaser, on the last Business Day of each
        month, the income actually received thereon. Unless required to be
        released as provided below in this subsection, Collections received by
        the Related Administrator in respect of such Bank Purchaser's Investment
        shall be deposited in the Downgrade Collateral Account for such Bank
        Purchaser. Amounts on deposit in such Downgrade Collateral Account shall
        be released to such Bank Purchaser (or the stated amount of the letter
        of credit delivered by such Bank Purchaser pursuant to subsection (a)


                                       8

<PAGE>

        above may be reduced) within one Business Day after each Settlement Date
        following the Termination Date to the extent that, after giving effect
        to the distributions made and received by the Purchasers on such
        Settlement Date, the amount on deposit in such Downgrade Collateral
        Account would exceed such Bank Purchaser's pro rata share (determined as
        of the day prior to the Termination Date) of the sum of the Purchaser's
        Investment then funded by Quincy, plus Earned Discount accrued and to
        accrue with respect thereto. All amounts remaining in such Downgrade
        Collateral Account shall be released to such Bank Purchaser no later
        than the Business Day immediately following the earliest of (i) the
        effective date of any replacement of such Bank Purchaser or removal of
        such Bank Purchaser as a party to this Agreement, (ii) the date on which
        such Bank Purchaser shall furnish the Related Administrator with
        confirmation that such Bank Purchaser shall have short-term debt ratings
        of at least "A-2", "P-2" or "F-1" from S&P, Moody's and Fitch,
        respectively, without negative credit implications, and (iii) the
        Support Termination Date (or if earlier, the Support Termination Date in
        effect prior to any renewal pursuant to Section 1.12 which such Bank
        Purchaser does not consent, but only after giving effect to any required
        purchase pursuant to Section 1.12(b)). Nothing in this Section 3.2 shall
        affect or diminish in any way any such downgraded Bank Purchaser's
        Commitment to the Seller or Quincy or such downgraded Bank Purchaser's
        other obligations and liabilities hereunder and under the other
        transaction documents.

            (b) Program Support Agreement Downgrade Provisions. Notwithstanding
        the other provisions of this Section 1.11, a Bank Purchaser shall not be
        required to make a Downgrade Draw (or provide for the issuance of a
        letter of credit in lieu thereof) pursuant to Section 1.11(a) at a time
        when such Bank Purchaser has a downgrade collateral account (or letter
        of credit in lieu thereof) established pursuant to its Program Support
        Agreement relating to the transactions contemplated by this Agreement to
        which it is a party in an amount at least equal to its unused
        Commitment, and the Related Administrator may apply monies in such
        downgrade collateral account in the manner described in Section 1.12(b)
        as if such downgrade collateral account were a Downgrade Collateral
        Account.

        SECTION 1.12. Non-Renewing Bank Investors. (a) If at any time the Seller
requests that the Bank Purchasers in the Quincy Related Group renew their
Commitments hereunder and some but less than all the Bank Purchasers consent to
such renewal within 30 days of the Seller's request, the Seller may arrange for
an assignment to one or more financial institutions of all the rights and
obligations hereunder of each such non-consenting Bank Purchaser. Any such
assignment shall become effective on the then-current Support Termination Date.
Each Bank Purchaser which does not so consent to any renewal shall cooperate
fully with the Seller in effectuating any such assignment.

            (b) If at any time the Seller requests that the Bank Purchasers in
        the Quincy Related Group extend the Support Termination Date hereunder
        and some but less than all the Bank Purchasers consent to such extension
        within 30 days after the Seller's request, and if none or less than all
        the Commitments of the non-renewing Bank Purchasers are assigned as
        provided in Section 1.12(a), then (without limiting the obligations of
        all the Bank Purchasers to make Purchases and pay any Assignment Amount
        prior to the Support Termination Date in accordance with the terms
        hereof) Quincy may sell an


                                       9

<PAGE>


        interest in its Purchaser's Investment and Undivided Interest hereunder
        for an aggregate purchase price equal to the lesser of (i) the maximum
        aggregate Assignment Amounts which would be payable if Quincy assigned
        its entire interest in its Purchaser's Investment and the Undivided
        Interest at that time under Section 1.10, and (ii) the aggregate
        available Commitments of the non-renewing Bank Purchasers, which
        purchase price shall be paid solely by the non-renewing Bank Purchasers,
        pro rata according to their respective Commitments. Following the
        payment of such purchase price, the extended Support Termination Date
        shall be effective with respect to the renewing Bank Purchasers, this
        Agreement and the Commitments of the renewing Bank Purchasers shall
        remain in effect in accordance with their terms notwithstanding the
        expiration of the Commitments of the non-renewing Bank Purchasers. Prior
        to the Termination Date, all amounts which are to be applied in
        reduction of the Purchaser's Investment sold to the non-renewing Bank
        Purchasers as described above in this subsection, shall be distributed
        to the non-renewing Bank Purchasers ratably according to the aggregate
        Purchaser's Investments held by them, in reduction of such Purchaser's
        Investments. On and after the Termination Date, each non-renewing Bank
        Purchaser shall be entitled to receive distributions as otherwise
        provided in Article III, such that all distributions of Collections
        pursuant to Article III thereafter shall be allocated among the
        non-renewing Bank Purchasers and the other Bank Purchasers (based on the
        Purchaser's Investments as of the Termination Date). When (after the
        expiration of the Commitments of the non-renewing Bank Purchasers) the
        aggregate of the Purchaser's Investments described above in this
        subsection shall have been reduced to zero and all accrued Earned
        Discount allocable thereto and all other Aggregate Unpaids owing to such
        Bank Purchasers shall have been paid to such Bank Purchasers in full,
        then such Bank Purchasers shall cease to be parties to this Agreement
        for any purpose.

                                   ARTICLE II

                    UNDIVIDED INTEREST AND PURCHASERS' SHARE

        SECTION 2.01. Undivided Interest. (a) Definition and Computation of
Undivided Interest. For purposes of this Agreement, "Undivided Interest" means,
as the context may require (i) an undivided ownership interest, in a percentage
determined from time to time as provided in clause (ii) below, in (A) all then
outstanding Pool Receivables, (B) all Related Security with respect to such Pool
Receivables, (C) all Collections with respect to, and other proceeds of, such
Pool Receivables and Related Security and (D) all books and records (including,
without limitation, computer disks) related to the foregoing (collectively, the
"Pool"), and (ii) at any time, the quotient, expressed as a percentage, obtained
by dividing the Required Allocation by the Net Pool Balance. The Undivided
Interest shall be computed as follows:

    UI  =  RA  =  PI + DF + CR + SFR
           ---    ------------------
           NPB           NPB

where:

    UI  =  the Undivided Interest at any time;



                                       10

<PAGE>



    RA  =  the Required Allocation at such time, as determined pursuant to
           Section 2.02; and

   NPB  =  the Net Pool Balance at such time, as determined pursuant to
           Section 2.04.

            (b) Frequency of Computation of Purchasers' Interest. The Undivided
        Interest shall initially be computed by Servicer as of the opening of
        business of Servicer on the date of each Purchase, and the Undivided
        Interest shall be recomputed upon receipt of each Periodic Report. In
        addition, until the Undivided Interest shall be reduced to zero, the
        Undivided Interest shall be deemed to be automatically recomputed as of
        the close of business of Servicer on each day (other than a day on which
        an actual recomputation is done), and, as so recomputed, shall
        constitute the percentage ownership interest in Pool Receivables held by
        the Administrative Agent, for the benefit of the Purchasers, on such
        day. The Undivided Interest shall become zero at such time as each of
        the Purchasers shall have received its accrued Earned Discount, shall
        have recovered its Purchaser's Investment and shall have received all
        other amounts payable to such Purchaser pursuant to this Agreement and
        Servicer shall have received the accrued Servicer's Fee. The Undivided
        Interest shall remain constant from the time as of which any such
        computation or recomputation is made until the time as of which the next
        such recomputation, if any, shall be made.

        SECTION 2.02. Required Allocation. The "Required Allocation" at any time
means an amount determined as follows:

    RA  =  PI + DF + CR + SFR

where:

    RA  =  the Required Allocation at any time;

    PI  =  the Total Purchasers' Investment at such time, as determined pursuant
           to Section 2.03;

    DF  =  the Discount Factor at such time, as determined pursuant to Part I of
           Appendix B;

    CR  =  the Credit Reserve at such time, as determined pursuant to Part II of
           Appendix B;

   SFR  =  the Servicer's Fee Reserve at such time, as determined pursuant to
           Part IV of Appendix B; and

        SECTION 2.03. Purchaser's Investment. (a) Subject to subsections (b) and
(c), "Purchaser's Investment" with respect to any Purchaser or its assignees at
any time means an amount equal to

                (i) the aggregate of the amounts theretofore paid by such
            Purchaser to Seller for the funding of a portion of the Undivided
            Interest (A) by Purchases


                                       11

<PAGE>


            pursuant to Sections 1.01(a) and 1.03 and (B) by Reinvestments
            pursuant to Sections 1.01(b) and 3.01, less

                (ii) the aggregate amount of Collections (including Deemed
            Collections) theretofore received and distributed to such Purchaser
            on account of such Purchaser's Investment pursuant to Sections 3.01
            and 3.02.

            (b) Solely for purposes of calculating the Earned Discount (and each
        component thereof) pursuant to the proviso to the definition of "Earned
        Discount" in Appendix B:

                (i) "Purchaser's Investment" of any portion of the Undivided
            Interest owned by a Program Support Provider (or any permitted
            assignee thereof) or otherwise funded by a Funding shall be deemed
            to be the amount paid to the related Conduit Purchaser by such
            Program Support Provider as the purchase price of, or the original
            principal amount loaned with respect to, such portion, as reduced
            from time to time by Collections received and distributed to such
            Program Support Provider (or such assignee) on account of such
            Funding pursuant to Sections 3.01 and 3.02 or by payments by or for
            the account of the related Conduit Purchaser to the Program Support
            Provider in reimbursement of any Funding; and

                (ii) "Purchaser's Investment" of any other portion of the
            Undivided Interest with respect to any Conduit Purchaser shall mean
            such Conduit Purchaser's Investment less the sum of Purchaser's
            Investments of all portions of the Undivided Interest described in
            clause (i) above with respect to such Conduit Purchaser, calculated
            in accordance with such clause (i).

            (c) No Purchaser's Investment shall be considered reduced by any
        distribution of any portion of Collections if at any time such
        distribution is rescinded or must otherwise be returned for any reason.

        SECTION 2.04. Net Pool Balance. (a) The "Net Pool Balance" at any time
means an amount equal to

                (i) the aggregate Unpaid Balance of the Eligible Receivables in
            the Receivables Pool at such time, minus

                (ii) the aggregate (for all Obligors) of the amounts by which
            (x) the Unpaid Balance of all Pool Receivables of each Obligor
            exceeds (y) the Concentration Limit for such Obligor at such time,
            minus

                (iii) .00015 multiplied by the aggregate unpaid principal
            balance of the Receivables Pool (as such amount may be adjusted from
            time to time upon the agreement of the Purchasers and the Seller),
            minus


                                       12

<PAGE>

                (iv) for all Obligors that are Governmental Authorities the
            amount by which (x) the aggregate Unpaid Balance of all Pool
            Receivables of such Obligors exceeds (y) 5% of the Eligible
            Receivables at such time, minus

                (v) from and after the occurrence of a Trigger Event, the
            Accounts Payable Amount at such time, minus

                (vi) for all Obligors described in clause (ii) of the definition
            of Domestic Obligor, the amount by which (x) the aggregate Unpaid
            Balance of all Pool Receivables of such Obligors exceeds (y) 7.5% of
            the Eligible Receivables at such time.

            (b) "Concentration Limit" for any Obligor at any time means, as
        applicable (x) the applicable percentage of Eligible Receivables for
        such Obligor determined in accordance with Schedule 2.04(b) or (y) the
        Special Concentration Limit for such Obligor, whichever is greater.

            (c) "Special Concentration Limit" for (A) any Obligor identified on
        Schedule 2.04(c), means the applicable percentage of Eligible
        Receivables determined in accordance with Schedule 2.04(c) and (B) for
        any other Obligor consented to by all Purchasers in writing following a
        request from the Seller for such Obligor to be designated as an Obligor
        for which Special Concentration Limits are to apply, means at any time,
        such percentage consented to by all Purchasers in written notice
        delivered to Seller of the aggregate Unpaid Balance of all Eligible
        Receivables at such time; provided that any Purchaser may, at its
        discretion, reduce any such Special Concentration Limit upon ten (10)
        Business Days' prior written notice to Seller, the Administrative Agent
        and the other Purchasers.

            (d) In the case of any Obligor which, to the actual knowledge of
        Seller, is an Affiliate of any other Obligor, the Concentration Limit,
        the Special Concentration Limit, if any, and the aggregate Unpaid
        Balance of Pool Receivables of such Obligors shall be calculated as if
        such Obligors were one Obligor.

        SECTION 2.05. Purchasers' Share. "Purchasers' Share" of Collections of
Pool Receivables received (or deemed received) by Seller or Servicer on any day
means an amount equal to the product of

            (a) the amount of all Collections of Pool Receivables received (or
        deemed received) by Seller or Servicer on such day, times:

            (b) (i) if such day is not a Run Off Day, the Undivided Interest on
        such day, expressed as a decimal, and

                (ii) if such day is a Run Off Day, either (A) the Undivided
        Interest on the day immediately preceding the first Run Off Day to have
        occurred during the then current Run Off Period or (B) if higher, upon
        the request of the Administrative Agent or any Purchaser, the most
        recently calculated Undivided Interest (it being understood that in the
        event that the Purchasers' Share shall



                                       13

<PAGE>


        exceed 100%, the Purchasers shall share Collections, pro rata, based on
        their respective Funded Percentages);

provided that (i) during the continuance of any Termination Event, the
Purchasers' Share shall be 100% and (ii) after such time as the Undivided
Interest shall equal zero, the Purchasers' Share of Collections shall also equal
zero.

                                   ARTICLE III

                                   SETTLEMENTS

        SECTION 3.01. Non-Run Off Settlement Procedures for Collections. (a)
Daily Procedure. On each day (other than a Run Off Day) in any Settlement
Period, Servicer shall:

                (i) out of Purchasers' Share of Collections of Pool Receivables
            received or deemed received on such day, hold in trust for the
            benefit of the Purchasers an amount equal to the Earned Discount for
            all Purchasers and Servicer's Fee accrued through such day and not
            previously so held for the benefit of the Purchasers,

                (ii) apply an amount equal to the remainder of Purchasers' Share
            of such Collections (the "Remaining Collections") to reduce the
            Total Purchasers' Investment (it being understood that such amount
            need not be physically paid to any Purchaser under this clause
            (ii)), and

                (iii) subject to Section 3.03, after such reduction, (A) apply
            such Remaining Collections to the Reinvestment, for the benefit of
            Purchasers then funding the Undivided Interest, of additional
            undivided interests in Pool Receivables by recomputation of the
            Undivided Interest pursuant to Section 2.01 as of the end of such
            day, thereby increasing the Total Purchasers' Investment, and (B)
            pay to Seller such Remaining Collections.

The recomputed Undivided Interest shall constitute the percentage ownership
interest in Pool Receivables on such day held by the Administrative Agent, for
the benefit of the Purchasers.

            (b) Settlement Date Procedure. On each Settlement Date, for each day
        in the related Settlement Period that is not a Run Off Day, Servicer
        shall deposit to the Administrative Agent's Account the amounts set
        aside as described in Section 3.01(a)(i) and the amounts, if any, set
        aside pursuant to Section 3.03(b) or (c) for payment to the
        Administrative Agent on such Settlement Date; provided, however, that
        until Servicer receives written notice from the Administrative Agent or
        the Required Purchasers to the contrary, Servicer may retain amounts
        which would otherwise be deposited in respect of Servicer's Fee, in
        which case no distribution shall be made in respect of Servicer's Fee
        under clause (c) below.

            (c) Order of Application. Upon receipt by the Administrative Agent
        of funds distributed pursuant to subsection (b), the Administrative
        Agent shall promptly distribute them in the type of funds received (i)
        to the account specified by the applicable Related


                                       14

<PAGE>


        Administrator for each Conduit Purchaser or by the applicable Bank
        Purchaser funding the Undivided Interest in payment of the accrued and
        unpaid Earned Discount on each such Purchaser's Investment, (ii) unless
        retained pursuant to subsection (b), to Servicer in payment of the
        accrued and unpaid Servicer's Fee payable on such Settlement Date and
        (iii) in the case of any amounts set aside pursuant to Section 3.03(b)
        or (c), to the account specified by the applicable Related Administrator
        for each Conduit Purchaser or by the applicable Bank Purchaser funding
        the Undivided Interest in reduction of its related Purchaser's
        Investment, such Purchaser's Funded Percentage of such amounts. If there
        shall be insufficient funds on deposit for the Administrative Agent to
        distribute funds in payment in full of the aforementioned amounts, the
        Administrative Agent shall distribute funds, first, in payment of such
        Earned Discount, on a pro rata basis (calculated on the basis of the
        Earned Discount owed to each Purchaser as a percentage of the Earned
        Discount owed to all Purchasers), second, in payment of such Servicer's
        Fee and third, to such reduction of the Total Purchasers' Investment on
        a pro rata basis (calculated on the basis of the Purchasers' Investment
        of each Purchaser as a percentage of the Total Purchaser's Investment).

        SECTION 3.02. Run Off Settlement Procedures for Collections. (a) Daily
Procedure. On each Run Off Day occurring in any Settlement Period, Servicer
shall set aside and hold in trust for the Purchasers the Purchasers' Share of
the Collections of Pool Receivables for such Run Off Day and shall, if requested
by the Administrative Agent or the Required Purchasers or if a Termination Event
has occurred and is continuing, deposit such Collections within one Business Day
of Servicer's receipt thereof into the Administrative Agent's Account or to
another bank account acceptable to the Required Purchasers in which no other
funds shall be deposited.

            (b) Settlement Date Procedure. On each Settlement Date, if one or
        more Run Off Days occurred during such Settlement Period ending on such
        Settlement Date, Servicer shall deposit to the Administrative Agent's
        Account the amounts set aside pursuant to Section 3.02(a) during such
        Settlement Period, but not to exceed the sum of (i) the accrued and
        unpaid Earned Discount for each Purchaser, (ii) the Total Purchasers'
        Investment, (iii) the aggregate of other amounts owed hereunder by
        Seller to any Purchaser or the Administrative Agent, and (iv) the
        accrued Servicer's Fee. If no Termination Event or Unmatured Termination
        Event shall have occurred and be continuing, any amounts set aside
        pursuant to clause (a) of this Section 3.02 and not required to be
        deposited to the Administrative Agent's Account pursuant to the next
        preceding sentence shall be paid to Seller by Servicer.

            (c) Order of Application. Upon receipt of funds deposited to the
        Administrative Agent's Account pursuant to Section 3.02(a) or (b), the
        Administrative Agent shall promptly distribute them in the type of funds
        received (i) to the account specified by the applicable Related
        Administrator for each Conduit Purchaser, by the applicable Bank
        Purchaser or the Administrative Agent (as the case may be) (A) in
        payment of the accrued and unpaid Earned Discount for each Purchaser,
        (B) in reduction of the Total Purchasers' Investment and (C) in payment
        of any other amounts owed by Seller hereunder to any Purchaser or the
        Administrative Agent, in each case until reduced to zero, and (ii) to
        Servicer in payment of the accrued Servicer's Fee, also until reduced


                                       15

<PAGE>


        to zero. If there shall be insufficient funds on deposit for the
        Administrative Agent to distribute funds in payment in full of the
        aforementioned amounts, the Administrative Agent shall distribute funds
        on deposit, first, to the Purchasers in payment of the Earned Discount,
        on a pro rata basis (calculated on the basis of the Earned Discount owed
        to each Purchaser as a percentage of the aggregate Earned Discount owed
        to all Purchasers), second, in payment of the Servicer's Fee payable on
        such Settlement Date, if any (if Servicer is not SCI or an Affiliate of
        SCI), third, to each Purchaser, its Funded Percentage of the remaining
        amounts, which shall be applied in reduction of such Purchaser's
        Investment, fourth, in payment of other amounts payable to any Purchaser
        or the Administrative Agent hereunder, and fifth, in payment of the
        Servicer's Fee payable on such Settlement Date (if Servicer is SCI or an
        Affiliate of SCI).

        SECTION 3.03. Special Settlement Procedures; Reduction of Purchaser's
Investment, Etc. (a) Deemed Collections. If on any day

                (i) the Unpaid Balance of any Pool Receivable is

                    (A) reduced as a result of any defective, rejected or
                returned merchandise or services, any cash discount, any credit,
                pricing adjustment or other adjustment by Seller or any
                Affiliate of Seller (other than any adjustment permitted by
                Section 8.02(c)(i)),

                    (B) reduced or cancelled as a result of a setoff in respect
                of any claim by the Obligor thereof against Seller or any other
                Person (whether such claim arises out of the same or a related
                or an unrelated transaction), or as a result of any dispute, or

                    (C) reduced on account of the obligation of Seller or any
                other Person to pay to the related Obligor any rebate or refund,
                or to rework any product or service related to such Receivable;
                or

                (ii) any of the representations or warranties of Seller set
            forth in Section 6.01(i) or (m) is no longer true with respect to a
            Pool Receivable; or

                (iii) Seller receives a payment of a Deemed Collection pursuant
            to any Second Tier Sale Agreement or the Intermediate Sale
            Agreement;

then, on such day, Seller shall be deemed to have received a Collection of such
Pool Receivable;

                        (I) in the case of clause (i) above, in the amount of
                    such reduction or cancellation;

                        (II) in the case of clause (ii) above, in the amount of
                    the Unpaid Balance of such Pool Receivable; and

                        (III) in the case of clause (iii) above, in the amount
                    of such Deemed Collection.



                                       16

<PAGE>


            (b) Unreinvested Collections. Collections that may not be reinvested
        by means of Reinvestments in the Undivided Interest on account of the
        application of the Required Allocation Limit or the Purchase Limit
        pursuant to Section 2.01 shall be so reinvested as soon as it is
        possible to do so without violating such Required Allocation Limit or
        Purchase Limit, as the case may be. To the extent and so long as such
        Collections may not be so reinvested, subject to Section 1.01, Servicer
        shall hold such Collections in trust for the benefit of Purchasers (and,
        if requested by the Administrative Agent or the Required Purchasers or
        if a Termination Event has occurred and is continuing, shall deposit
        such Collections in a separate interest-bearing deposit account
        containing only such Collections and earnings thereon and no other
        funds; it being understood that any interest earned on such funds shall
        be for the account of Seller and shall be paid to Seller on the
        Settlement Date next succeeding the date on which such interest is
        credited to such account, so long as no Termination Event has occurred
        and is continuing), for payment to the Administrative Agent on the next
        following Settlement Date, and the Total Purchasers' Investment shall be
        deemed reduced in the amount to be paid to the Administrative Agent only
        when in fact finally so paid in accordance with Section 3.05(a).

            (c) Seller's Reduction of Purchaser's Investment. If at any time
        Seller shall wish to cause the reduction of the Total Purchasers'
        Investment (but not to commence the liquidation, or reduction to zero,
        of the Undivided Interest), Seller may do so as follows:

                (i) Seller shall give all Purchasers at least five (5) Business
            Days' prior written notice thereof (including the amount of such
            proposed reduction and the proposed date on which such reduction
            will commence, which date shall be a Business Day),

                (ii) on the proposed date of commencement of such reduction and
            on each day thereafter, Servicer shall refrain from reinvesting
            Remaining Collections until the amount thereof not so reinvested
            shall equal the desired amount of reduction, and

                (iii) Servicer shall hold such Collections for the benefit of
            the Purchasers, for payment to the Administrative Agent on the next
            following Settlement Date, and the Total Purchasers' Investment
            shall be deemed reduced in the amount to be paid to the
            Administrative Agent only when in fact finally so paid in accordance
            with Section 3.05(a);

provided that,

                    (A) the amount of any such reduction shall be not less than
                $1,000,000 and shall be an integral multiple of $100,000, and
                the Total Purchasers' Investment after giving effect to such
                reduction shall be not less than $5,000,000 (unless the Total
                Purchasers' Investment shall thereby be reduced to zero) and
                shall be in an integral multiple of $100,000,



                                       17

<PAGE>

                    (B) if Seller shall commence any voluntary reduction in a
                Settlement Period containing all or a portion of any Run Off
                Period, Collections not so reinvested shall be treated as if
                collected on the next following Run Off Day,

                    (C) Seller shall use reasonable efforts to attempt to choose
                a reduction amount, and the date of commencement thereof, so
                that such reduction shall commence and conclude in the same
                Settlement Period, and

                    (D) any reduction of the Total Purchasers' Investment shall
                be applied pro rata to the Purchaser's Investment of each
                Purchaser on the basis of its Funded Percentage.

            (d) Allocations of Obligor's Payments. Except as otherwise required
        by law or the underlying Contract, all Collections received from an
        Obligor of any Pool Receivable shall be applied to Pool Receivables then
        outstanding of such Obligor in the order of the age of such Pool
        Receivables, starting with the oldest such Pool Receivable; provided,
        however, that, if payment is designated by such Obligor for application
        to specific Pool Receivables, it shall be applied to such specified Pool
        Receivables.

        SECTION 3.04. Reporting. (a) On July 31, 2002 (with respect to the June
monthly period) and on or prior to the thirteenth (13th) day of each month (or
the next Business Day if such thirteenth (13th) day is not a Business Day)
thereafter, Servicer shall prepare and forward to the Administrative Agent and
each Bank Purchaser

                (i) a Periodic Report relating to the Undivided Interest as of
            the close of business of Servicer on the next preceding Month End
            Date, and

                (ii) if requested by the Administrative Agent or any Bank
            Purchaser, an aggregate listing of aged Pool Receivables.

        If requested by the Administrative Agent or any Bank Purchaser, Servicer
shall prepare and forward Periodic Reports more frequently than once a month
(but in no event more frequently than once per week unless such calendar month
contains a Run Off Day), using the most current information available to
Servicer; provided, however, that unless a Termination Event or Unmatured
Termination Event has occurred, the Administrative Agent or such Bank Purchaser,
as applicable, shall provide the Servicer at least two week's prior written
notice of its requirement for more frequent reporting.

            (b) On or prior to the Settlement Date of any Settlement Period
        containing a Run Off Day, Servicer shall prepare and forward to the
        Administrative Agent and each Bank Purchaser a Periodic Report as of the
        close of business of Servicer on the next preceding Month End Date.

            (c) Seller will advise the Administrative Agent, each Bank Purchaser
        and Servicer of each Run Off Day immediately upon the occurrence
        thereof.



                                       18

<PAGE>


        SECTION 3.05. Payments and Computations, Etc. (a) All amounts to be paid
or deposited by Seller or Servicer hereunder shall be paid or deposited in
accordance with the terms hereof no later than 2:00 p.m. (New York time) on the
day when due in lawful money of the United States of America in same day funds
to the Administrative Agent at Bankers Trust Company, New York, NY, ABA
#021001033 Account of BTCO as Depository for Bank of America, Account
#00-384-710, reference: SCI Funding Inc.; Attention: Boris Treyger (the
"Administrative Agent's Account").

            (b) Seller or Servicer, as applicable, shall, to the extent
        permitted by law, pay to the Administrative Agent interest on all
        amounts not paid or deposited when due hereunder at 2% per annum above
        the Alternate Reference Rate, payable on demand, provided, however, that
        such interest rate shall not at any time exceed the maximum rate
        permitted by applicable law. Such interest shall be retained by the
        Administrative Agent except to the extent that such failure to make a
        timely payment or deposit has continued beyond the date for distribution
        by the Administrative Agent of such overdue amount to a Purchaser or any
        other Person having an interest in such overdue amount, in which case
        such interest accruing after such date shall be for the account of, and
        distributed by the Administrative Agent, to such Persons ratably in
        accordance with their respective interests in such overdue amount.

            (c) All computations of interest, Earned Discount, Negative Spread
        Fee and any other fees hereunder shall be made on the basis of a year of
        360 days for the actual number of days (including the first day but
        excluding the last day) elapsed.

        SECTION 3.06. Treatment of Collections and Deemed Collections. Seller
shall pay to Servicer all Collections deemed received by Seller pursuant to
Section 3.03(a), and Servicer shall hold or distribute such Collections to the
same extent as if such Collections had actually been received on the date of
such delivery to Servicer. If Collections are then being paid to the
Administrative Agent, or lock boxes or accounts directly or indirectly owned or
controlled by the Administrative Agent, Servicer shall forthwith cause such
deemed Collections to be paid to the Administrative Agent or to such lock boxes
or accounts, as applicable. So long as Seller shall hold any Collections or
deemed Collections required to be paid to Servicer or the Administrative Agent,
it shall hold such Collections in trust and separate and apart from its own
funds.

                                   ARTICLE IV

                            FEES AND YIELD PROTECTION

        SECTION 4.01. Fees. Seller shall pay to the Administrative Agent and
Purchasers certain fees on such dates and in such amounts as set forth in the
letter agreements among Seller, the Guarantor, the Administrative Agent and the
Bank Purchasers (as amended from time to time, the "Fee Letters").

        SECTION 4.02. Yield Protection. (a) If (i) Regulation D or (ii) any
Regulatory Change occurring after the date hereof


                                       19

<PAGE>


                    (A) shall subject an Affected Party to any tax, duty or
                other charge with respect to any Undivided Interest owned by or
                funded by it, or any obligations or right to make Purchases or
                Reinvestments or to provide funding therefor, or shall change
                the basis of taxation of payments to the Affected Party of any
                Purchaser's Investments or Earned Discount owned by, owed to or
                funded by it or any other amounts due under this Agreement in
                respect of any Undivided Interest owned by or funded by it or
                its obligations or rights, if any, to make Purchases or
                Reinvestments or to provide funding therefor (except for changes
                in the rate of tax on or based upon the overall net income of
                such Affected Party imposed by the United States of America and
                any state, local or foreign jurisdiction in which such Affected
                Party is subject to income taxation); or

                    (B) shall impose, modify or deem applicable any reserve
                (including, without limitation, any reserve imposed by the
                Federal Reserve Board, but excluding any reserve included in the
                determination of Earned Discount), special deposit or similar
                requirement against assets of any Affected Party, deposits or
                obligations with or for the account of any Affected Party or
                with or for the account of any Affiliate (or entity deemed by
                the Federal Reserve Board to be an Affiliate) of any Affected
                Party, or credit extended by any Affected Party; or

                    (C) shall change the amount of capital maintained or
                required or requested or directed to be maintained by any
                Affected Party; or

                    (D) shall impose any other condition affecting any portion
                of the Undivided Interest owned or funded by any Affected Party,
                or its obligations or rights, if any, to make Purchases or
                Reinvestments or to provide funding therefor;

and the result of any of the foregoing is or would be

            (x) to increase the cost or to impose a cost on (I) an Affected
        Party funding or making or maintaining any Purchases or Reinvestments,
        any purchases, reinvestments, or loans or other extensions of credit
        under any Program Support Agreement, or any Funding, or any commitment
        of such Affected Party with respect to any of the foregoing, or (II) the
        Administrative Agent for continuing its, or Seller's, relationship with
        any Purchaser,

            (y) to reduce the amount of any sum received or receivable by an
        Affected Party under this Agreement, or under any Program Support
        Agreement with respect thereto, or

            (z) in the sole determination of such Affected Party, to materially
        reduce the rate of return on the capital of an Affected Party as a
        consequence of its obligations hereunder or arising in connection
        herewith to a level below that which such Affected Party could otherwise
        have achieved,


                                       20

<PAGE>



then within thirty (30) days after written demand by such Affected Party (which
demand shall be accompanied by a statement setting forth in reasonable detail
the basis of such demand), Seller shall pay (and if the Seller does not pay such
amounts when due, the Guarantor shall pay) directly to such Affected Party such
additional amount or amounts as will compensate such Affected Party for such
additional or increased cost or such reduction.

            (b) Each Affected Party will promptly notify Seller and the
        Administrative Agent of any event of which it has actual knowledge which
        will entitle such Affected Party to compensation pursuant to this
        Section 4.02; provided, however, no failure to give or delay in giving
        such notification shall adversely affect the rights of any Affected
        Party to such compensation.

            (c) In determining any amount provided for or referred to in this
        Section 4.02, an Affected Party will use reasonable averaging and
        attribution methods. Any Affected Party when making a claim under this
        Section 4.02 shall submit to Seller a certificate setting forth such
        increased cost or reduced return in reasonable detail, which certificate
        shall, in the absence of manifest error, be presumed correct as to the
        amount thereof.

            (d) Notwithstanding anything to the contrary contained in this
        Section 4.02, unless an Affected Party gives notice to Seller that
        Seller is obligated to pay any amount under Section 4.02 within 180 days
        after the later of (x) the date such Affected Party incurs the increased
        costs, reduction in the amounts received or receivable hereunder or
        reduction in return on capital, or other liability described in this
        Section 4.02, as applicable or (y) the date such Affected Party has
        actual knowledge of its incurrence of any of the foregoing, such
        Affected Party shall only be entitled to be compensated for any such
        amount by the Seller to the extent any such amounts are incurred or
        suffered on or after the date which occurs 180 days prior to such
        Affected Party giving notice to Seller as set forth above; provided that
        if the circumstance giving rise to such claim by its terms has a
        retroactive effect to an earlier date, such 180-day period shall be
        extended to include the period of such retroactive effect.

                                    ARTICLE V

                    CONDITIONS TO EFFECTIVENESS OF PURCHASES

        SECTION 5.01. Conditions Precedent to Initial Purchase. The
effectiveness of this Third Amended and Restated Receivables Purchase Agreement
and the initial Purchase hereunder are subject to the condition precedent that
the Administrative Agent shall have received, on or before the date of such
Purchase, the following, each (unless otherwise indicated) dated such date and
in form and substance satisfactory to the Administrative Agent and each Bank
Purchaser:

            (a) A copy of the resolutions of the Board of Directors of each SCI
        Party approving the Agreement Documents to be delivered by such SCI
        Party and the transactions contemplated thereby, certified on behalf of
        such SCI Party by such SCI Party's Secretary or Assistant Secretary;


                                       21

<PAGE>


            (b) A good standing certificate for Seller issued by the Secretary
        of State of Delaware and a foreign qualification certificate issued by
        the Secretary of State of California; good standing or foreign
        qualification certificates for SCI issued by the Secretaries of State of
        Alabama, California, Colorado, New Hampshire, North Carolina, Maine and
        South Dakota; good standing or foreign qualification certificates for
        Guarantor issued by the Secretaries of State of Delaware and California;
        and good standing certificates for each Originator issued by the
        Secretary of State or other governmental authority of the states or
        jurisdictions of such Originator's incorporation and principal place of
        business;

            (c) A certificate of the Secretary or Assistant Secretary of each
        SCI Party certifying on behalf of such Person the names and true
        signatures of the officers authorized on its behalf to sign the
        Agreement Documents to be delivered by it in connection herewith (on
        which certificate the Administrative Agent and each Purchaser may
        conclusively rely until such time as the Administrative Agent shall
        receive a revised certificate meeting the requirements of this
        subsection (c));

            (d) The Articles or Certificate of Incorporation of each SCI Party,
        duly certified by the Secretary of State or similar office of the State
        under the laws of which such SCI Party was organized, as of a recent
        date, together with a copy of the By-laws of each SCI Party, duly
        certified on behalf of such Person by the Secretary or an Assistant
        Secretary of such SCI Party;

            (e) Acknowledgment copies (or other evidence of filing reasonably
        satisfactory to the Administrative Agent) of amendments to the Financing
        Statements, filed in connection with the Original Receivables Agreement,
        and acknowledgment copies of Financing Statements or other filings with
        respect to all of the Originators, or other, similar instruments or
        documents, as may be necessary or, in the reasonable opinion of the
        Administrative Agent, desirable under the UCC or any comparable law of
        all appropriate jurisdictions to perfect Seller's interests in the Pool
        Receivables and the Administrative Agent's interests in the Pool
        assigned to it or otherwise created or arising hereunder;

            (f) A search report provided in writing to the Administrative Agent
        listing all effective Financing Statements filed in the jurisdictions in
        which filings were made pursuant to subsection (e) above and in such
        other jurisdictions that Administrative Agent shall reasonably request,
        together with copies of such financing statements (none of which shall
        cover the Pool or any part thereof, except for those in favor of the
        Administrative Agent);

            (g) Opinions of counsel for Seller, SCI and Guarantor, a favorable
        opinion of in-house counsel for Seller, SCI and Guarantor, and a
        favorable opinion of counsel for each Originator, in each case,
        satisfactory in form and substance to the Administrative Agent and each
        Bank Purchaser;



                                       22

<PAGE>


            (h) Evidence of the payment by Seller to the Administrative Agent of
        the arrangement fee set forth in the separate engagement letter between
        Banc of America Securities LLC and the Guarantor; and

            (i) Such other documents, amendments or certificates as the
        Administrative Agent or any Purchaser shall reasonably request.

        SECTION 5.02. Conditions Precedent to All Purchases and Reinvestments.
Each Purchase (including the initial Purchase) and each Reinvestment hereunder
shall be subject to the further conditions precedent ("Conditions Precedent")
that on the date of such Purchase or Reinvestment the following statements shall
be true (and Seller by accepting the amount of such Purchase or by receiving the
proceeds of such Reinvestment shall be deemed to have certified that):

            (a) The representations and warranties contained in Article VI are
        correct on and as of such day as though made on and as of such day and
        shall be deemed to have been made on such day unless they specifically
        relate solely to an earlier period,

            (b) No event has occurred and is continuing, or would result from
        such Purchase or Reinvestment, that constitutes a Termination Event or
        Unmatured Termination Event,

            (c) After giving effect to each proposed Purchase or Reinvestment,
        the Total Purchasers' Investments will not exceed the Purchase Limit and
        the Required Allocation will not exceed the Required Allocation Limit,
        and

            (d) The Purchase Termination Date shall not have occurred;

provided, however, the absence of the occurrence and continuance of an Unmatured
Termination Event shall not be a Condition Precedent to any Reinvestment on any
day which does not cause the Total Purchasers' Investments, after giving effect
to such Reinvestment to exceed the Total Purchasers' Investments as of the
opening of business on such day.

        SECTION 5.03. Condition Subsequent. SCI covenants and agrees to deliver
to the Administrative Agent, within 14 days from the date of this Agreement,
duly executed counterparts of a Lock-Box Agreement (in form and substance
satisfactory to the Administrative Agent) with respect to lockbox number 98480
and related lockbox account 81886-00260 at Bank of America, N.A. Any failure to
so deliver such Lock-Box Agreement shall constitute a Termination Event
hereunder.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

        SECTION 6.01. Representations and Warranties - Seller. Seller represents
and warrants as follows:



                                       23

<PAGE>



            (a) Organization, Good Standing and Qualification. It is a
        corporation duly incorporated, validly existing and in good standing
        under the laws of the jurisdiction of its incorporation and is duly
        qualified to do business, and is in good standing, and has obtained all
        necessary licenses and approvals, in every jurisdiction where the
        ownership of property or the nature of its business requires it to be so
        qualified or have such licenses and approvals except where the failure
        to so qualify or have such licenses and approvals would not have a
        Seller Material Adverse Effect.

            (b) Power and Authority; Due Authorization. The execution, delivery
        and performance by it of this Agreement and any other Agreement
        Documents to be delivered by it hereunder and thereunder, and the
        assignment of the Undivided Interest and the other transactions
        contemplated hereby and thereby, are within its corporate powers, have
        been duly authorized by all necessary corporate action, do not (i)
        contravene (1) its charter or by-laws, or (2) any law, rule or
        regulation or any contractual restriction to which Seller or its
        property is subject and, in the case of this clause (2), which
        contravention would have a Seller Material Adverse Effect; (ii) result
        in or require the creation of any Lien upon or with respect to any of
        its properties other than as specifically contemplated by this
        Agreement; or (iii) violate any law or any order, rule, or regulation
        applicable to Seller of any court or of any federal or state regulatory
        body, administrative agency, or other governmental instrumentality
        having jurisdiction over Seller or any of its properties, which
        violation would have a Seller Material Adverse Effect.

            (c) Valid Sale; Binding Obligations. This Agreement constitutes a
        valid sale, transfer, and assignment of the Undivided Interest to the
        Administrative Agent, for the benefit of the Purchasers, enforceable
        against creditors of, and purchasers from, Seller and each Originator.
        This Agreement and each other Agreement Document to which Seller is a
        party constitute Seller's legal, valid and binding obligations
        enforceable against it in accordance with their respective terms, except
        as enforceability may be limited by bankruptcy, insolvency,
        reorganization, moratorium and other similar laws relating to or
        affecting creditors' rights generally or by general principles of equity
        (regardless of whether such enforceability is considered in a proceeding
        in equity or at law).

            (d) No Proceedings. Except as listed on Schedule 6.01(d), there are
        no proceedings or investigations pending or, to the best of its
        knowledge, threatened, before any court, regulatory body, administrative
        agency, or other tribunal or governmental instrumentality (i) asserting
        the invalidity of this Agreement or any other Agreement Document to
        which Seller is a party, (ii) seeking to prevent the sale and assignment
        of any Receivable, the Undivided Interest or the consummation of any of
        the other transactions contemplated by this Agreement or any other
        Agreement Document to which Seller is a party, (iii) seeking any
        determination or ruling that could reasonably be expected to have a
        Seller Material Adverse Effect or (iv) seeking to adversely affect the
        federal income tax attributes of the Purchases hereunder.

            (e) Government Approvals. No authorization or approval or other
        action by, and no notice to or filing with, any governmental authority
        or regulatory body is required for the due execution, delivery and
        performance by it of this Agreement or any other


                                       24

<PAGE>


        document or instrument to be delivered hereunder except for the filing
        of the amendments to the Financing Statements referred to in Article V,
        all of which, at the time required in Article V, shall have been duly
        made and shall be in full force and effect.

            (f) Financial Condition. The balance sheet of Seller as at September
        30, 2001, certified on behalf of Seller by Seller's chief financial or
        accounting officer, copies of which have been furnished to the
        Administrative Agent and each Bank Purchaser, fairly present the
        financial condition of Seller as at such date, all in accordance with
        GAAP consistently applied and since the date of Seller's formation,
        there has been no material adverse change in Seller's financial
        condition, business, assets, prospects or operations.

            (g) Litigation. No injunction, decree or other decision has been
        issued or made by any court, governmental agency or instrumentality
        thereof in a proceeding to which Seller is a party that prevents, and,
        to its knowledge, no threat by any Person has been made in writing to
        attempt to obtain any such decision that would prevent, Seller from
        conducting a material part of its business operations.

            (h) Margin Regulations. No proceeds of any Purchase will be used to
        acquire any security in any transaction which is subject to Sections 13
        and 14 of the Securities Exchange Act of 1934, as amended; and the use
        of all funds obtained by Seller under this Agreement will not conflict
        with or contravene any of Regulations T, U and X promulgated by the
        Board of Governors of the Federal Reserve System from time to time.

            (i) Quality of Title. Each Pool Receivable, together with the
        related Contract and all purchase orders and other agreements related to
        such Pool Receivable, is owned by Seller free and clear of any Adverse
        Claim (other than any Adverse Claim arising solely as the result of any
        action taken by a Purchaser or by the Administrative Agent) except as
        provided herein; each Pool Receivable was purchased by Seller from an
        Originator pursuant to a Second Tier Sale Agreement in a "true sale"
        transaction (or by Seller from Interagency, Inc. pursuant to the
        Intermediate Sale Agreement in a "true sale" transaction and
        Interagency, Inc., in turn, purchased such Pool Receivable from an
        Originator pursuant to a Second Tier Sale Agreement in a "true sale"
        transaction), which sale is enforceable against all creditors of, and
        purchasers from, such Originator, and Seller took all steps necessary to
        perfect its ownership interest in such Pool Receivable against such
        Originator; when the Administrative Agent, on behalf of the Purchasers,
        makes a Purchase, it shall have acquired and shall continue to have
        maintained a valid and perfected undivided percentage ownership interest
        to the extent of the Undivided Interest in each Pool Receivable and in
        the Related Security and Collections with respect thereto, free and
        clear of any Adverse Claim (other than any Adverse Claim arising solely
        as the result of any action taken by a Purchaser or by the
        Administrative Agent); and no effective financing statement or other
        instrument similar in effect covering the Pool or any part thereof is on
        file in any recording office except such as may be filed (i) in favor of
        an Originator in accordance with the Contracts, or in accordance with
        this Agreement with respect to Pool Receivables purchased by SCI from
        any Originator, or (ii) in favor of a Purchaser or the Administrative
        Agent in accordance with this Agreement or in


                                       25

<PAGE>


        connection with any Adverse Claim arising solely as the result of any
        action taken by a Purchaser or by the Administrative Agent.

            (j) Accurate Reports. Each Periodic Report (if prepared by Seller,
        or to the extent that information contained therein is supplied by
        Seller), information, exhibit, financial statement, document, book,
        record or report furnished at any time by Seller to the Administrative
        Agent, any Purchaser or any Owner in connection with this Agreement is
        accurate in all material respects as of its date or as of the date so
        furnished, and no such document contains any material misstatement of
        fact or omits to state a material fact or any fact necessary to make the
        statements contained therein not materially misleading in light of the
        circumstances when made.

            (k) Offices. The chief place of business and chief executive office
        of Seller, SCI and each Originator are located at the address of Seller,
        SCI or the applicable Originator referred to in Section 15.02, and the
        offices where Seller keeps all its books, records and documents
        evidencing Pool Receivables, the related Contracts and all purchase
        orders and other agreements related to such Pool Receivables are located
        at the addresses specified in Schedule 6.01(k) (or, in each case, at
        such other locations, notified to the Administrative Agent and each Bank
        Purchaser in accordance with Section 7.01(f), in jurisdictions where all
        action required by Section 8.05 has been taken and completed).

            (l) Lock-Box Accounts. The names and addresses of all the Lock-Box
        Banks, together with the account numbers of the lock-box accounts of
        Seller at such Lock-Box Banks, are specified in Schedule 6.01(l) (or
        have been notified to the Administrative Agent and each Bank Purchaser
        in accordance with Section 7.03(d)).

            (m) Eligible Receivables. Each Receivable included in the Net Pool
        Balance as an Eligible Receivable on the date of any Purchase or
        Reinvestment shall be an Eligible Receivable on such date.

            (n) Compliance With Certain Statutes. Each Purchase from Seller
        hereunder, and each Reinvestment of Collections in Pool Receivables made
        hereunder, will constitute (a) a "current transaction" within the
        meaning of Section 3(a)(3) of the Securities Act of 1933, as amended,
        and (b) a purchase or other acquisition of notes, drafts, acceptances,
        open accounts receivable or other obligations representing part or all
        of the sales price of merchandise, insurance or services within the
        meaning of Section 3(c)(5) of the Investment Company Act of 1940, as
        amended.

            (o) No Defaults. Seller is not in default under or with respect to
        any contractual obligation or any law or court order in any respect
        which could reasonably be expected to have a Seller Material Adverse
        Effect.

        SECTION 6.02. Representations and Warranties - SCI. SCI represents and
warrants as follows:

            (a) Organization, Good Standing and Qualification. It is a
        corporation duly incorporated, validly existing and in good standing
        under the laws of the jurisdiction of its incorporation and is duly
        qualified to do business, and is in good standing, and has


                                       26

<PAGE>


        obtained all necessary licenses and approvals in every jurisdiction
        where the nature of its business requires it to be so qualified or have
        such licenses and approvals except where the failure to so qualify or
        have such licenses and approvals would not have a Material Adverse
        Effect.

            (b) Power and Authority; Due Authorization. The execution, delivery
        and performance by it of this Agreement and any other Agreement
        Documents to be delivered by it hereunder and thereunder, are within its
        corporate powers, have been duly authorized by all necessary corporate
        action, do not (i) contravene (1) its charter or by-laws, or (2) any
        law, rule or regulation or any contractual restriction to which SCI or
        its property is subject and, in the case of this clause (2), which
        contravention would have a Material Adverse Effect, (ii) do not result
        in or require the creation of any Lien upon or with respect to any of
        its properties other than as specifically contemplated by this
        Agreement; or (iii) violate any law or any order, rule, or regulation
        applicable to SCI of any court or of any federal or state regulatory
        body, administrative agency, or other governmental instrumentality
        having jurisdiction over SCI or any of its properties, which violation
        would have a Material Adverse Effect; and no transaction contemplated
        hereby requires compliance with any bulk sales act or similar law.

            (c) Binding Obligations. This Agreement and each other Agreement
        Document to which SCI is a party constitute its legal, valid and binding
        obligations enforceable against it in accordance with their respective
        terms, except as enforceability may be limited by bankruptcy,
        insolvency, reorganization, moratorium and other similar laws relating
        to or affecting creditors' rights generally or by general principles of
        equity (regardless of whether such enforceability is considered in a
        proceeding in equity or at law).

            (d) No Proceedings. Except as listed on Schedule 6.01(d), there are
        no proceedings or investigations pending or, to the best of its
        knowledge, threatened, before any court, regulatory body, administrative
        agency, or other tribunal or governmental instrumentality (i) asserting
        the invalidity of this Agreement or any other Agreement Document to
        which SCI is a party, (ii) seeking to prevent the consummation of any of
        the other transactions contemplated by this Agreement, or any other
        Agreement Document to which SCI is a party, or (iii) seeking any
        determination or ruling that could reasonably be expected to have a
        Material Adverse Effect.

            (e) Government Approvals. No authorization or approval or other
        action by, and no notice to or filing with, any governmental authority
        or regulatory body is required for the due execution, delivery and
        performance by it of this Agreement or any other document or instrument
        to be delivered hereunder.

            (f) Financial Condition. The balance sheet of SCI as at September
        30, 2001, and the related statements of earnings of SCI for the fiscal
        year then ended certified by SCI's chief financial or accounting officer
        or treasurer, and the balance sheet of SCI as at March 31, 2002, and the
        related statements of earnings of SCI for the six fiscal months then
        ended, certified on behalf of SCI by SCI's chief financial or accounting
        officer, copies of which have been furnished to the Administrative Agent
        and each Bank


                                       27

<PAGE>

        Purchaser, fairly present the financial condition of SCI as at such
        dates and the results of the operations of SCI for the periods ended on
        such dates, all in accordance with GAAP consistently applied and since
        March 31, 2002, there has been no material adverse change in the
        financial condition, business, assets, prospects or operations of SCI.

            (g) Litigation. No injunction, decree or other decision has been
        issued or made by any court, governmental agency or instrumentality
        thereof in a proceeding to which SCI is a party that prevents, and, to
        its knowledge, no threat by any Person has been made in writing to
        attempt to obtain any such decision that would prevent, SCI from
        conducting a material part of its business operations.

            (h) Accurate Reports. All information, exhibits, financial
        statements, documents, books, records or reports furnished at any time
        by SCI to the Administrative Agent, any Purchaser or any Owner in
        connection with this Agreement is accurate in all material respects as
        of its date or as of the date so furnished, and no such document
        contains any material misstatement of fact or omits to state a material
        fact or any fact necessary to make the statements contained therein not
        materially misleading in light of the circumstances when made.

            (i) No Defaults. SCI is not in default under or with respect to any
        contractual obligation or any law or court order in any respect which
        could reasonably be expected to have a Material Adverse Effect.

        SECTION 6.03. Representations and Warranties - Guarantor. Guarantor
represents and warrants as follows:

            (a) Organization, Good Standing and Qualification. It is a
        corporation duly incorporated, validly existing and in good standing
        under the laws of the jurisdiction of its incorporation and is duly
        qualified to do business, and is in good standing, and has obtained all
        necessary licenses and approvals in every jurisdiction where the nature
        of its business requires it to be so qualified or have such licenses and
        approvals except where the failure to so qualify or have such licenses
        and approvals would not have a Material Adverse Effect.

            (b) Power and Authority; Due Authorization. The execution, delivery
        and performance by it of this Agreement and any other Agreement
        Documents to be delivered by it hereunder and thereunder, are within its
        corporate powers, have been duly authorized by all necessary corporate
        action, do not (i) contravene (1) its charter or by-laws, or (2) any
        law, rule or regulation or any contractual restriction to which
        Guarantor or its property is subject and, in the case of this clause
        (2), which contravention would have a Material Adverse Effect, (ii) do
        not result in or require the creation of any Lien upon or with respect
        to any of its properties other than as specifically contemplated by this
        Agreement; or (iii) violate any law or any order, rule, or regulation
        applicable to Guarantor of any court or of any federal or state
        regulatory body, administrative agency, or other governmental
        instrumentality having jurisdiction over Guarantor or any of its
        properties, which violation would have a Material Adverse Effect; and no
        transaction contemplated hereby requires compliance with any bulk sales
        act or similar law.



                                       28

<PAGE>


            (c) Binding Obligations. This Agreement and each other Agreement
        Document to which Guarantor is a party constitute its legal, valid and
        binding obligations enforceable against it in accordance with their
        respective terms, except as enforceability may be limited by bankruptcy,
        insolvency, reorganization, moratorium and other similar laws relating
        to or affecting creditors' rights generally or by general principles of
        equity (regardless of whether such enforceability is considered in a
        proceeding in equity or at law).

            (d) No Proceedings. Except as listed on Schedule 6.01(d), there are
        no proceedings or investigations pending or, to the best of its
        knowledge, threatened, before any court, regulatory body, administrative
        agency, or other tribunal or governmental instrumentality (i) asserting
        the invalidity of this Agreement or any other Agreement Document to
        which Guarantor is a party, (ii) seeking to prevent the consummation of
        any of the other transactions contemplated by this Agreement or any
        other Agreement Document to which Guarantor is a party, or (iii) seeking
        any determination or ruling that could reasonably be expected to have a
        Material Adverse Effect.

            (e) Government Approvals. No authorization or approval or other
        action by, and no notice to or filing with, any governmental authority
        or regulatory body is required for the due execution, delivery and
        performance by it of this Agreement or any other document or instrument
        to be delivered hereunder.

            (f) Financial Condition. The consolidated balance sheet of Guarantor
        and its consolidated Subsidiaries as at September 30, 2001, and the
        related statements of earnings, stockholders' equity and statement of
        cash flows of Guarantor and its consolidated Subsidiaries for the fiscal
        year then ended certified by Arthur Andersen LLP, independent public
        accountants, and the consolidated balance sheet of Guarantor and its
        consolidated Subsidiaries as at March 31, 2002, and the related
        statements of earnings, stockholders' equity and statement of cash flows
        of Guarantor and its consolidated Subsidiaries for the six fiscal months
        then ended, certified on behalf of Guarantor by Guarantor's chief
        financial or accounting officer or treasurer, copies of which have been
        furnished to the Administrative Agent and each Bank Purchaser, fairly
        present the consolidated financial condition of Guarantor and its
        consolidated Subsidiaries as at such dates and the consolidated results
        of the operations of Guarantor and its consolidated Subsidiaries for the
        periods ended on such dates, all in accordance with GAAP consistently
        applied and since March 31, 2002, there has been no material adverse
        change in the financial condition, business, assets, prospects or
        operations of Guarantor and its consolidated Subsidiaries, taken as a
        whole, except as disclosed (i) in public filings by the Guarantor with
        the SEC or (ii) in press releases of the Guarantor or other public
        disclosures of the Guarantor, in each case, publicly filed or publicly
        released after March 31, 2002 but prior to the date hereof.

            (g) Litigation. No injunction, decree or other decision has been
        issued or made by any court, governmental agency or instrumentality
        thereof in a proceeding to which Guarantor is a party that prevents,
        and, to its knowledge, no threat by any Person has been made in writing
        to attempt to obtain any such decision that would prevent, Guarantor
        from conducting a material part of its business operations.



                                       29

<PAGE>


            (h) Accurate Reports. All information, exhibits, financial
        statements, documents, books, records or reports furnished at any time
        by Guarantor to the Administrative Agent, any Purchaser or any Owner in
        connection with this Agreement is accurate in all material respects as
        of its date or as of the date so furnished, and no such document
        contains any material misstatement of fact or omits to state a material
        fact or any fact necessary to make the statements contained therein not
        materially misleading in light of the circumstances when made.

            (i) No Defaults. Guarantor is not in default under or with respect
        to any contractual obligation or any law or court order in any respect
        which could reasonably be expected to have a Material Adverse Effect.

                                   ARTICLE VII

                                GENERAL COVENANTS

        SECTION 7.01. Affirmative Covenants. From the date hereof until the End
Date, unless the Required Purchasers shall otherwise consent in writing:

            (a) Compliance with Laws, Etc. Each of SCI and Seller will, and
        Guarantor will, and will cause SCI to, comply in all respects with all
        applicable laws, rules, regulations, orders and contractual obligations
        with respect to it, its business and properties and all Pool Receivables
        and related Contracts, the noncompliance with which would, either singly
        or in the aggregate, have a Material Adverse Effect or a Seller Material
        Adverse Effect.

            (b) Conduct of Business and Preservation of Corporate Existence.
        Each of SCI and Seller will, and Guarantor will, and will cause SCI to,
        continue to engage in business of substantially the same general type as
        now conducted by it, and preserve, renew and keep in full force and
        effect its corporate existence and take all action to maintain all
        rights, privileges and franchises material to the conduct of its
        business, and comply with all its contractual obligations and all
        Requirements of Law, except with respect to each of the foregoing where
        such failure would not, singly or in the aggregate, have a Material
        Adverse Effect or a Seller Material Adverse Effect.

            (c) Audits. Subject to contractual, statutory, regulatory or other
        similar limitations regarding confidential or proprietary information,
        each of SCI and Seller will, and Guarantor will, and will cause SCI to,
        at any time and from time to time during regular business hours upon at
        least three (3) Business Days' prior written notice (unless a
        Termination Event has occurred and is continuing, in which case, no such
        notice shall be required), permit the Administrative Agent or any Bank
        Purchaser, or its agents or representatives, (i) to examine and make
        copies of and abstracts from all books, records and documents
        (including, without limitation, computer tapes and disks) in its
        possession or under its control relating to Pool Receivables, including,
        without limitation, the related Contracts, purchase orders and other
        agreements, and (ii) to visit the offices and properties of Seller, SCI
        and Guarantor for the purpose of examining such materials described in
        clause (i) next above, and to discuss matters relating to Pool
        Receivables or


                                       30

<PAGE>


        Seller's, SCI's or Guarantor's performance hereunder with any of the
        officers or employees of Seller, SCI or Guarantor having knowledge of
        such matters. Seller, SCI and Guarantor expressly reserve the right to
        restrict access to any of their facilities in accordance with reasonably
        adopted procedures relating to safety and security. Article XIII
        notwithstanding, the reasonable costs and expenses incurred by the
        Administrative Agent, any Bank Purchaser or its agents or
        representatives in connection with any such examinations, copies,
        abstracts, visits or discussions occurring or made (i) more than twice
        during any calendar year, (ii) prior to the occurrence of a Termination
        Event and (iii) other than in connection with a change by SCI of its
        information systems, shall be for the account of the Bank Purchasers.
        Each Owner of an interest in the Undivided Interest, by acceptance of
        the benefits of such ownership, and the Administrative Agent agree to
        use their reasonable efforts to ensure that any information concerning
        Guarantor and its Subsidiaries obtained by the Administrative Agent or
        any Bank Purchaser pursuant to this Section 7.01(c) which is not
        contained in a report or other document filed by Guarantor with the SEC
        or otherwise available to the public generally or to the Administrative
        Agent or any Bank Purchaser from a source other than Seller, SCI or
        Guarantor will, to the extent permitted by law and except as may be
        required by subpoena, by any agency or other governmental entity which
        regulates the Administrative Agent's or any such Owner's business under
        federal, state or local law (the "Regulators") or in the normal course
        of the business operations of the Administrative Agent or such Owner, be
        treated confidentially by the Administrative Agent and each such Owner
        and, so long as no Termination Event has occurred and is then continuing
        hereunder, will not be distributed or otherwise made available to any
        Person, other than the Regulators, any Program Support Provider or
        potential Program Support Provider, any rating agency then rating the
        Commercial Paper Notes and the employees, authorized agents, Affiliates
        or representatives of the Administrative Agent or such Owner, and except
        as may otherwise be required by law, unless the Administrative Agent or
        such Owner, as applicable, shall have given Guarantor, SCI and Seller
        ten (10) days' prior written notice of such distribution or other
        disclosure. In the event that the Administrative Agent or any such Owner
        is required by law to disclose any information concerning Guarantor and
        its Subsidiaries (or any of them), the Administrative Agent or such
        Owner shall provide prompt written notice thereof (to the extent
        practicable, prior to disclosure; otherwise promptly after such
        disclosure) to Guarantor, SCI and Seller so that Guarantor, SCI and
        Seller (or any of them) may seek a protective order or other appropriate
        remedy.

            (d) Keeping of Records and Books of Account. Each of SCI and Seller
        will, and Guarantor will cause SCI to, maintain and implement
        administrative and operating procedures (including, without limitation,
        an ability to recreate records evidencing Pool Receivables in the event
        of the destruction of the originals thereof), and keep and maintain, all
        documents, books, records and other information reasonably necessary or
        advisable for the collection of all Pool Receivables (including, without
        limitation, records adequate to permit the daily identification of each
        new Pool Receivable and all Collections of and adjustments to each
        existing Pool Receivable).

            (e) Performance and Compliance with Receivables and Contracts. Each
        of SCI and Seller will, and Guarantor will cause SCI to, at SCI's
        expense timely and fully


                                       31

<PAGE>

        perform and comply with all provisions, covenants and other promises
        required to be observed by it under the Contracts related to the Pool
        Receivables, all purchase orders and other agreements related to such
        Pool Receivables subject, however, to the right of SCI to dispute or
        contest its obligations so to perform or comply with any such provision,
        covenant or other promise where it reasonably believes that such
        performance or compliance is not required or is not in the best interest
        of SCI, and such failure to perform or comply would not have a material
        adverse effect on the collectibility or enforceability of the related
        Pool Receivable or Receivables.

            (f) Location of Records. Each of SCI and Seller will, and Guarantor
        will cause SCI to, keep its chief place of business and chief executive
        office, and the offices where it keeps its records concerning the Pool
        Receivables, all related Contracts and all purchase orders and other
        agreements related to such Pool Receivables (and all original documents
        relating thereto), at the address(es) of Seller referred to in Section
        15.02 or, upon thirty (30) days' prior written notice to the
        Administrative Agent and each Bank Purchaser, at such other locations in
        jurisdictions where all action required by Section 8.05 shall have been
        taken and completed.

            (g) Credit and Collection Policies. Each of SCI and Seller will, and
        Guarantor will cause SCI to, comply in all material respects with its
        Credit and Collection Procedure and all other policies and practices of
        SCI referred to in, or discussed in connection with, the due diligence
        report prepared by RSM McGladrey and the due diligence performed by the
        Bank Purchasers on or prior to the date hereof in regard to each Pool
        Receivable and the related Contract and otherwise comply with past
        business practices in regard to Pool Receivables.

            (h) Collections. Each of SCI and Seller will, and Guarantor will
        cause SCI to, instruct all Obligors to cause all Collections of Pool
        Receivables to be deposited directly with a Lock-Box Bank. If a Trigger
        Event has occurred and is continuing, each of SCI and Seller will, and
        Guarantor will cause SCI to, segregate all payments that do not
        constitute Collections from the lock-box accounts into which any
        Collections are deposited.

            (i) Marking of Records. To the extent reasonably practicable, at its
        expense, each of SCI and Seller will, and Guarantor will cause SCI to,
        mark its master data processing records evidencing Pool Receivables and
        mark the related Contracts with a legend evidencing that an interest in
        such Pool Receivables and related Contracts have been sold to the
        Administrative Agent, for the benefit of the Purchasers, in accordance
        with this Agreement.

        SECTION 7.02. Reporting Requirements. From the date hereof until the End
Date, unless the Required Purchasers shall otherwise consent in writing:

            (a) Quarterly Financial Statements. Guarantor will furnish to the
        Administrative Agent and each Bank Purchaser as soon as available and in
        any event within sixty (60) days after the end of each of the first
        three quarters of each fiscal year of Guarantor copies of such
        consolidated financial statements as Guarantor may prepare for


                                       32

<PAGE>


        its own use and the financial statements of the Seller for the fiscal
        quarter then ended, which financial statements shall be prepared in
        conformity with GAAP applied on a Consistent Basis (subject to the
        absence of footnotes and year-end adjustments) and certified by the
        chief financial officer, chief executive officer, treasurer or chief
        accounting officer of Guarantor; together with a certificate from such
        officer containing a computation of, and showing compliance with, the
        financial restrictions contained in Section 7.05.

            (b) Annual Financial Statements. Guarantor will furnish to the
        Administrative Agent and each Bank Purchaser, as soon as available and
        in any event within ninety (90) days after the end of each fiscal year
        of Guarantor, copies of its consolidated balance sheets and the balance
        sheet of the Seller as at the end of such fiscal year, and the related
        statements of income and retained earnings, and, with respect to the
        consolidated statements, related statements of cash flows and changes in
        financial position for the fiscal year then ended, or statements
        providing substantially similar information, in each case prepared in
        reasonable detail and in accordance with GAAP applied on a Consistent
        Basis and certified by nationally recognized public accountants;
        together with a certificate from such accountants containing, as
        applicable, a computation of the financial restrictions contained in
        Section 7.05 and a statement that to the best knowledge of such
        accountants the restrictions in Section 7.05 have not been violated.

            (c) Reports to Holders and Exchanges. Each of SCI and Seller will,
        and Guarantor will, and will cause SCI to, furnish to the Administrative
        Agent and each Bank Purchaser, in addition to the reports required by
        subsections (a) and (b) next above, promptly upon the Administrative
        Agent's or any Bank Purchaser's request, copies of any reports specified
        in such request which it sends its public stockholders generally, and
        any reports or registration statements that it files with the SEC or any
        national securities exchange other than registration statements relating
        to employee benefit plans and to registrations of securities for selling
        security holders.

            (d) ERISA. Each of SCI and Seller will, and Guarantor will, and will
        cause SCI to, furnish to the Administrative Agent and each Bank
        Purchaser, promptly after the filing or receiving thereof, copies of all
        reports and notices with respect to any Reportable Event defined in
        Article IV of ERISA which it or any of its Affiliates files under ERISA
        with the Internal Revenue Service, the Pension Benefit Guaranty
        Corporation or the U.S. Department of Labor or which it or any of its
        Affiliates receives from the Pension Benefit Guaranty Corporation.

            (e) Termination Events. Each of SCI and Seller will, and Guarantor
        will, and will cause SCI to, furnish to the Administrative Agent and
        each Bank Purchaser, as soon as possible and in any event within three
        (3) Business Days after any Executive Officer of Guarantor, SCI or
        Seller has notice or actual knowledge of the occurrence of each
        Termination Event and each Unmatured Termination Event, a written
        statement of an Executive Officer of Seller, SCI or Guarantor, as the
        case may be, setting forth details of such event and the action that
        Seller, SCI or Guarantor, as the case may be, proposes to take with
        respect thereto.



                                       33

<PAGE>


            (f) Litigation. Each of SCI and Seller will, and Guarantor will, and
        will cause SCI to, furnish to the Administrative Agent and each Bank
        Purchaser as soon as possible and in any event within five Business Days
        of Seller's SCI's or Guarantor's knowledge thereof, notice of (i) the
        commencement of or any development in any litigation, investigation or
        proceeding which may exist at any time which could reasonably be
        expected to have a Material Adverse Effect or Seller Material Adverse
        Effect and (ii) any material adverse development in previously disclosed
        litigation.

            (g) Credit and Collection Procedure. SCI will, and Guarantor will
        cause SCI to, deliver to the Administrative Agent and each Bank
        Purchaser any proposed material changes in the Credit and Collection
        Procedure at least thirty (30) days prior to the implementation of such
        changes.

            (h) Bank Credit Agreement. Guarantor will use its reasonable efforts
        to deliver to the Administrative Agent and each Bank Purchaser which is
        not a party to the Bank Credit Agreement copies of all drafts of all
        consents, waivers and amendments to the Bank Credit Agreement that are
        distributed to the bank group, and all final executed copies thereof, in
        each case promptly after they are available (it being understood that
        neither the Administrative Agent, in such capacity, nor any Bank
        Purchaser, in such capacity, has any right to approve such consents,
        waivers and amendments).

            (i) Other. Each of SCI and Seller will, and Guarantor will, and will
        cause SCI to, promptly, from time to time, furnish to the Administrative
        Agent and each Bank Purchaser such other information, documents, records
        or reports respecting the Receivables or the condition or operations,
        financial or otherwise, of Seller, SCI or Guarantor as the
        Administrative Agent or any Bank Purchaser may from time to time
        reasonably request in order to protect the interests of the
        Administrative Agent or the Purchasers under or as contemplated by this
        Agreement.

        SECTION 7.03. Negative Covenants. From the date hereof until the End
Date, without the prior written consent of the Required Purchasers:

            (a) Sales, Liens, Etc. Seller will not, except as otherwise provided
        herein, sell, assign (by operation of law or otherwise) or otherwise
        dispose of, or create or suffer to exist any Adverse Claim upon or with
        respect to, any Pool Receivable or related Contract or Related Security,
        or any interest therein, or any lock-box account to which any
        Collections of any Pool Receivable are sent, or any right to receive
        income from or in respect of any of the foregoing.

            (b) Extension or Amendment of Receivables; Offsets. Neither SCI nor
        Seller will, and Guarantor will not permit SCI to, except as otherwise
        permitted in Section 8.02(c), extend, amend or otherwise modify the
        terms of any Pool Receivable that constitutes an Eligible Receivable, or
        amend, modify or waive any material term or condition of any Contract
        that relates to collectibility of the related Receivable that
        constitutes an Eligible Receivable. Neither SCI nor Seller will, and
        Guarantor will not permit SCI to, offset any amounts owed by SCI or any
        Originator to an Obligor against amounts outstanding under any
        Receivable without the prior written consent of the


                                       34

<PAGE>


        Administrative Agent (in the case of offsets not exceeding $5,000,000)
        and the Bank Purchasers (in the case of offsets in excess of
        $5,000,000).

            (c) Change in Business or Credit and Collection Procedure. SCI will
        not, and Guarantor will not permit SCI to, cease to engage in business
        of substantially the same general type now conducted by it, or make any
        material change in the Credit and Collection Procedure.

            (d) Change in Payment Instructions to Obligors. Neither SCI nor
        Seller will, and Guarantor will not permit SCI to, add or terminate any
        bank as a Lock-Box Bank from those listed in Schedule 6.01(l) or make
        any change in its instructions to Obligors regarding payments to be made
        to Seller or Servicer or payments to be made to any Lock-Box Bank,
        unless the Administrative Agent and each Bank Purchaser shall have
        received notice of (and the Administrative Agent, upon direction of the
        Required Purchasers, consented to) such addition, termination or change
        and duly executed copies of Lock-Box Agreements with each new Lock-Box
        Bank (provided that SCI, the Seller or the Guarantor may terminate one
        Lock-Box Bank as part of the Guarantor's ongoing bank consolidation
        efforts with prior notice to the Administrative Agent and each Bank
        Purchaser).

            (e) Deposits to Special Accounts. Neither SCI nor Seller will, and
        Guarantor will not permit SCI to, deposit or otherwise credit, or cause
        or permit to be so deposited or credited, to any Lock-Box Account cash
        or cash proceeds other than Collections of Pool Receivables.

            (f) Purchase and Sale Agreement. SCI will not, and Guarantor will
        not permit SCI to, amend, waive or terminate any Purchase and Sale
        Agreement or any material provision thereof.

            (g) Sale Agreements. Neither SCI nor Seller shall amend, waive,
        terminate or modify any Second Tier Sale Agreement, the Intermediate
        Sale Agreement or Initial Purchaser Note. Seller shall not amend Article
        III, IV(b), VI, VII or VIII of its articles of incorporation.

            (h) Incurrence of Indebtedness. Seller will not incur or suffer to
        exist any Indebtedness other than its obligations to Servicer, the
        Purchasers and the Administrative Agent hereunder and its obligations to
        SCI under the Initial Purchaser Note.

            (i) Restricted Payments. Seller shall not (i) declare or pay any
        dividends, (ii) lend or advance any funds or (iii) repay any loans or
        advances to, for or from any Originator or any other Affiliated Party
        (including making any payment pursuant to the Initial Purchaser Notes)
        (all of the foregoing, "Restricted Payments"), provided that Seller may
        make payments on any Initial Purchaser Note in accordance with its terms
        and pay dividends and make Originator Loans, in each case, from
        Collections paid or released to Seller pursuant to Section 3.01 or 3.02,
        so long as no Termination Event or Unmatured Termination Event has
        occurred and is continuing or would result therefrom, and after


                                       35

<PAGE>


            giving effect thereto, Seller's Tangible Net Worth is not less than
            an amount equal $20,000,000.

        SECTION 7.04. Separate Corporate Existence. Guarantor, Seller and SCI
hereby acknowledge that each Purchaser and the Administrative Agent are entering
into the transactions contemplated by this Agreement in reliance upon the
Seller's identity as a legal entity separate from the other Affiliated Parties.
Therefore, Guarantor, Seller and SCI shall take the steps described in this
Section 7.04 and any other steps that the Administrative Agent or any Purchaser
reasonably requests to continue Seller's identity as such a separate legal
entity and to make it apparent to third Persons that Seller is an entity with
assets and liabilities distinct from those of the other Affiliated Parties and
those of any other Person, and not a division of the other Affiliated Parties or
any other Person:

            (a) Seller will be a limited purpose corporation whose primary
        activities are restricted in its articles of incorporation to purchasing
        Receivables from the Originators pursuant to the Second Tier Sale
        Agreements or the Intermediate Sale Agreement, entering into agreements
        for the servicing of such Receivables, selling undivided interests in
        the Receivables to the Administrative Agent for the benefit of the
        Purchasers, and conducting such other activities as it reasonably deems
        necessary or appropriate to carry out its primary activities;

            (b) At least two members of Seller's Board of Directors shall be
        individuals who are not direct, indirect or beneficial stockholders,
        officers, directors, employees, affiliates, associates, customers or
        suppliers of any other Affiliated Party;

            (c) No director or officer of Seller shall at any time serve as a
        trustee in bankruptcy for any other Affiliated Party;

            (d) Any employee, consultant or agent of Seller will be paid by the
        Manager for services provided to Seller, which payment shall be charged
        to Seller's account, except as provided in this Agreement in respect of
        the Servicing Fee. Seller will engage no agents other than a Servicer
        for the Receivables, which Servicer (if an Affiliated Party) will be
        fully compensated for its services to Seller by payment of the Servicing
        Fee, and the Manager pursuant to the Management Agreement, which
        Manager's fees shall not exceed $10,000 in any calendar year;

            (e) Seller will not incur any liabilities other than its liabilities
        hereunder and under the other Agreement Documents, liabilities to the
        independent directors not exceeding $10,000 at any time outstanding
        (although annual compensation may exceed $10,000 per year), plus $1,000
        for each meeting in excess of three per year, plus out-of-pocket
        expenses approved by the Manager and other liabilities incurred in the
        ordinary course of business that do not exceed $3,000 due and owing at
        any one time;

            (f) Seller's operating expenses will not be paid by any other
        Affiliated Party;

            (g) Seller will have its own separate mailing address, stationery
        and, if used, bank checks and, if it uses premises leased, owned or
        occupied by any other Affiliated Party, its portion of such premises
        will be defined and separately identified;


                                       36

<PAGE>


            (h) Seller's books and records will be maintained separately from
        those of every other Affiliated Party;

            (i) Any financial statements of any other Affiliated Party which are
        consolidated to include Seller will contain detailed notes clearly
        stating that (A) all of Seller's assets are owned by the Seller, and (B)
        Seller is a separate corporate entity with its own separate creditors
        which will be entitled to be satisfied out of Seller's assets prior to
        any value in the Seller becoming available to Seller's equity holders;

            (j) The assets of Seller will be maintained in a manner that
        facilitates their identification and segregation from those of any other
        Affiliated Party;

            (k) Seller will strictly observe corporate formalities in its
        dealings with each other Affiliated Party, and funds or other assets of
        Seller will not be commingled or pooled with those of any other
        Affiliated Party;

            (l) Seller shall not maintain joint bank accounts with any other
        Affiliated Party or other depository accounts to which any other
        Affiliated Party (other than SCI or any Originator in its capacity as
        Servicer or Subservicer) has independent access;

            (m) Seller shall not, directly or indirectly, be named and shall not
        enter into any agreement to be named as a direct or contingent
        beneficiary or loss payee on any insurance policy covering the property
        of any other Affiliated Party;

            (n) Seller will maintain arm's length relationships with each other
        Affiliated Party. Any other Affiliated Party which renders or otherwise
        furnishes services or merchandise to Seller will be compensated by
        Seller at market rates for such services or merchandise; and

            (o) Neither Seller, on the one hand, nor any other Affiliated Party,
        on the other hand, will be or will hold itself out to be responsible for
        the debts of the other or the decisions or actions respecting the daily
        business and affairs of the other.

        SECTION 7.05. Financial Covenants. From the date hereof until the End
Date, the Guarantor will not:

            (a) Consolidated Tangible Net Worth. Permit Consolidated Tangible
        Net Worth (as defined in the Bank Credit Agreement) as of the end of any
        fiscal quarter of the Guarantor to be less than the sum of (a) 84% of
        Consolidated Tangible Net Worth (as defined in the Bank Credit
        Agreement) as of the fiscal quarter ending March 31, 2002, (b) an amount
        equal to 50% of the Consolidated Net Income (as defined in the Bank
        Credit Agreement) earned in each fiscal quarter ending after December
        31, 2001 (with no deduction for a net loss in any such fiscal quarter),
        (c) an amount equal to 50% of the aggregate increases in Shareholders'
        Equity (as defined in the Bank Credit Agreement) of the Guarantor and
        its Subsidiaries after December 31, 2001 by reason of the conversion of
        debt securities of the Guarantor or its Subsidiaries (other than
        Qualifying Convertible Subordinated Debt (as defined in the Bank Credit
        Agreement)) into capital stock, (d) an amount equal to 50% of the Net
        Issuance Proceeds (as defined in the Bank Credit


                                       37

<PAGE>


        Agreement) of any issuance of capital stock of the Guarantor or any of
        its Subsidiaries after December 31, 2001 and (e) an amount equal to 75%
        of the Net Issuance Proceeds (as defined in the Bank Credit Agreement)
        of any Qualifying Convertible Subordinated Debt (as defined in the Bank
        Credit Agreement) minus 25% of the aggregate increases in Shareholders'
        Equity (as defined in the Bank Credit Agreement) of the Guarantor and
        its Subsidiaries by reason of the conversion of Qualifying Convertible
        Subordinated Debt (as defined in the Bank Credit Agreement) into capital
        stock of the Guarantor in accordance with the terms thereof.

            (b) Interest Coverage Ratio. Permit the Interest Coverage Ratio (as
        defined in the Bank Credit Agreement) as of the end of any fiscal
        quarter of the Guarantor to be less than the minimum Interest Coverage
        Ratio for the fiscal quarter ending as follows: (i) at the end of the
        fiscal quarter ended June 30, 2002, 1.45:1.00, (ii) at the end of the
        fiscal quarter ended September 30, 2002, 1.10:1.00, (iii) at the end of
        the fiscal quarter ended December 31, 2002, 2.00:1.00, (iv) at the end
        of the fiscal quarter ended March 31, 2003, 2.50:1.00, (v) at the end of
        the fiscal quarter ended June 30, 2003, 2.75:1.00, and (vi) at the end
        of the fiscal quarter ended September 30, 2003 and each quarter end
        thereafter, 3.00:1.00.

            (c) Leverage Ratio. Permit the Leverage Ratio (as defined in the
        Bank Credit Agreement) as of the end of any fiscal quarter of the
        Guarantor to be greater than 0.50:1.00.

        The covenants contained in this Section 7.05 shall be calculated in the
same manner as the corresponding covenants contained in the Bank Credit
Agreement are calculated. If the financial covenants set forth in the Bank
Credit Agreement which correspond to the financial covenants set forth in this
Section 7.05 are amended or deleted, the Guarantor will promptly provide notice
of such event and a copy of such amendments or deletions to the Administrative
Agent and each Bank Purchaser. If requested by all Bank Purchasers, this
Agreement shall be amended to reflect such changes, and the Guarantor and the
Seller hereby agree to promptly execute and deliver such amendments hereto as
the Purchasers shall reasonably request to effect the foregoing.

                                  ARTICLE VIII

                          ADMINISTRATION AND COLLECTION

        SECTION 8.01. Designation of Servicer. (a) SCI as Initial Servicer. The
servicing, administering and collection of the Pool Receivables shall be
conducted by the Person designated as Servicer hereunder ("Servicer") from time
to time in accordance with this Section 8.01. Until the Administrative Agent
(acting at the direction of all Bank Purchasers) gives to SCI a Successor Notice
(as defined in Section 8.01(b)), SCI is hereby designated as, and hereby agrees
to perform the duties and obligations of, Servicer pursuant to the terms hereof.

            (b) Successor Notice; Servicer Transfer Events. Upon SCI's receipt
        of a notice from the Administrative Agent (given at the direction of all
        Bank Purchasers) of the designation of a new Servicer, which new
        Servicer shall have been approved by all


                                       38

<PAGE>


        Bank Purchasers (a "Successor Notice"), SCI agrees that it will
        terminate its activities as Servicer hereunder in a manner that the
        Administrative Agent believes will facilitate the transition of the
        performance of such activities to the new Servicer, and the
        Administrative Agent (or its designee) shall assume each and all of
        SCI's said obligations to service and administer such Receivables, on
        the terms and subject to the conditions herein set forth, and SCI shall
        use its reasonable efforts to assist the Administrative Agent (or its
        designee) in assuming such obligations. From and after the acceptance by
        a new Servicer of its appointment as Servicer hereunder, the prior
        Servicer shall be released from its obligations as Servicer under this
        Agreement, other than its obligations set forth in the previous
        sentence. The Administrative Agent agrees not to give SCI a Successor
        Notice until after the occurrence and during the continuance of any
        Termination Event (any such Termination Event or other event being
        herein called a "Servicer Transfer Event"), in which case such Successor
        Notice may be given at any time at the direction of all Bank Purchasers.
        If SCI disputes the occurrence of a Servicer Transfer Event, SCI may
        take appropriate action to resolve such dispute; provided that SCI must
        terminate its activities hereunder as Servicer and allow the newly
        designated Servicer to perform such activities on the date provided by
        the Administrative Agent as described above, notwithstanding the
        commencement or continuation of any proceeding to resolve the
        aforementioned dispute.

            (c) Subcontracts. Servicer may, with the prior consent of the
        Required Purchasers, subcontract with any other Person for servicing,
        administering or collecting the Pool Receivables; provided that such
        Person agrees to conduct such duties in accordance with the terms of
        this Agreement; and provided, further, however, that Servicer shall
        remain liable for the performance of the duties and obligations of
        Servicer pursuant to the terms hereof; and, provided, further, that the
        Administrative Agent shall have the right to terminate or to continue
        any such subcontract upon the designation of a new Servicer approved by
        all Bank Purchasers. The Servicer hereby designates Sanmina-SCI
        Corporation, and Sanmina-SCI Corporation hereby accepts such
        designation, as subservicer with respect to all Receivables originated
        by Sanmina-SCI Corporation. Sanmina-SCI Corporation agrees to perform
        all of the servicing functions hereunder with respect to such
        Receivables in accordance with all of the provisions applicable to the
        Servicer hereunder. The fees and expenses of Sanmina-SCI Corporation as
        subservicer shall be agreed between the Servicer and Sanmina-SCI
        Corporation from time to time and no Indemnified Party shall have any
        responsibility therefor.

        SECTION 8.02. Duties of Servicer. (a) Appointment; Duties in General.
Each of Seller, each Purchaser and the Administrative Agent hereby appoints as
its agent Servicer, as from time to time designated pursuant to Section 8.01, to
enforce its rights and interests in and under the Pool Receivables, the Related
Security and the Contracts. Servicer shall take or cause to be taken all such
actions as may be necessary or advisable to collect each Pool Receivable from
time to time, all in accordance with applicable laws, rules and regulations,
with reasonable care and diligence, and in accordance with the Credit and
Collection Procedure.

            (b) Allocation of Collections; Segregation. Servicer shall set aside
        for the account of Seller and the Purchasers their respective allocable
        shares of the Collections of Pool Receivables in accordance with
        Sections 3.01 and 3.02 but shall not be required


                                       39

<PAGE>


        (unless otherwise requested by the Administrative Agent or the Required
        Purchasers) to segregate the funds constituting such portions of such
        Collections, or to segregate the respective allocable shares of any
        Purchaser and any Program Support Party, if applicable, prior to the
        remittance thereof in accordance with such Sections. If instructed by
        the Administrative Agent or the Required Purchasers at any time,
        Servicer shall segregate and deposit with a bank (which may be a Bank
        Purchaser) designated by the Administrative Agent such allocable shares
        of Collections of Pool Receivables, set aside for any Purchaser, any
        Program Support Party and any other assignee from any Purchaser, on the
        first Business Day following receipt by Servicer of such Collections in
        immediately available funds.

            (c) Modification of Receivables. So long as no Termination Event or
        Unmatured Termination Event shall have occurred and be continuing, SCI,
        while it is Servicer, may, in accordance with the Credit and Collection
        Procedure, (i) extend the maturity or adjust the Unpaid Balance of any
        Defaulted Receivable as Servicer may reasonably determine to be
        appropriate to maximize Collections thereof; provided that, no such
        extension shall be for more than a total of thirty (30) days or cause
        any Defaulted Receivable to be an Eligible Receivable and, after giving
        effect to such extension of maturity, the Required Allocation will not
        exceed the Required Allocation Limit, and (ii) adjust the Unpaid Balance
        of any Receivable to reflect the reductions or cancellations described
        in Section 3.03(a)(i).

            (d) Documents and Records. Seller shall deliver to Servicer, and
        Servicer shall hold in trust for Seller and the Purchasers in accordance
        with their respective interests, all documents, instruments and records
        (including, without limitation, computer tapes or disks) that evidence
        or relate to Pool Receivables, except for Excluded Data.

            (e) Certain Duties to Seller. Servicer shall, as soon as practicable
        following receipt, turn over to Seller (i) that portion of Collections
        of Pool Receivables representing its undivided interest therein, less,
        in the event SCI or an Affiliate of SCI is not the Servicer, all
        reasonable and appropriate out-of-pocket costs and expenses (excluding
        overhead and any subservicing costs) of Servicer of servicing,
        collecting and administering the Pool Receivables to the extent not
        covered by the Servicer's Fee received by it, and (ii) the Collections
        of any Receivable that is not a Pool Receivable. Servicer, if other than
        SCI or an Affiliate of the SCI, shall, as soon as practicable upon
        demand, deliver to Seller all documents, instruments and records in its
        possession that evidence or relate to Receivables of Seller other than
        Pool Receivables, and copies of documents, instruments and records in
        its possession that evidence or relate to Pool Receivables.

            (f) Termination. Servicer's authorization under this Agreement shall
        terminate on the End Date.

        SECTION 8.03. Rights of the Administrative Agent. (a) Notice to
Obligors. At any time following the occurrence and during the continuance of a
Termination Event, the Administrative Agent may (and, upon direction of the
Required Purchasers, shall) notify the


                                       40

<PAGE>

Obligors of Pool Receivables, or any of them, of the ownership of the Undivided
Interest by the Administrative Agent, on behalf of the Purchasers.

            (b) Notice to Lock-Box Banks. At any time following the earliest to
        occur of (i) the occurrence of a Termination Event, (ii) any of the
        Conditions Precedent shall not be satisfied and the Administrative Agent
        or the Required Purchasers, by written notice to Seller and Servicer,
        shall have requested implementation of the settlement procedures set
        forth in Section 3.02, and (iii) the warranty in Section 6.01(i) shall
        no longer be true with respect to a material portion of the Pool
        Receivables, the Administrative Agent is hereby authorized to give
        notice to the Lock-Box Banks (and shall give such notice if directed by
        the Required Purchasers), as provided in the Lock-Box Agreements, of the
        transfer to the Administrative Agent of dominion and control over the
        lock-box accounts to which the Obligors of Pool Receivables make
        payments. Seller hereby transfers to the Administrative Agent, effective
        when the Administrative Agent shall give notice to the Lock-Box Banks as
        provided in the Lock-Box Agreements, the exclusive dominion and control
        over such lock-box accounts, and shall take any further action that the
        Administrative Agent may reasonably request to effect such transfer. SCI
        shall promptly (but in any event within two (2) Business Days) identify
        any amounts deposited into any lock-box account that do not constitute
        Collections.

            (c) Rights on Servicer Transfer Event. At any time following the
        designation of a Servicer other than SCI pursuant to Section 8.01:

                (i) the Administrative Agent may (and, upon the direction of the
            Required Purchasers, shall) direct the Obligors of Pool Receivables,
            or any of them, to pay all amounts payable under any Pool Receivable
            directly to the Administrative Agent or its designee.

                (ii) Seller shall, at the Administrative Agent's or the Required
            Purchasers' request and at Seller's expense, give notice of the
            Administrative Agent's ownership to each said Obligor and direct
            that payments be made directly to the Administrative Agent or its
            designee.

                (iii) Seller shall, at the Administrative Agent's or the
            Required Purchasers' request, (A) assemble all of the documents,
            instruments and other records (including, without limitation,
            computer programs, tapes and disks), other than the Excluded Data,
            which evidence the Pool Receivables, and the related Contracts and
            Related Security, or which are otherwise necessary or desirable to
            collect such Pool Receivables, and shall make the same available to
            the Administrative Agent at a place selected by the Administrative
            Agent or its designee, and (B) segregate all cash, checks and other
            instruments received by it from time to time constituting
            Collections of Pool Receivables in a manner acceptable to the
            Administrative Agent and shall, promptly upon receipt, remit all
            such cash, checks and instruments, duly endorsed or with duly
            executed instruments of transfer, to the Administrative Agent or its
            designee.


                                       41

<PAGE>

                (iv) Each of Seller and each Purchaser hereby authorizes the
            Administrative Agent to take any and all steps, at any time after
            the Administrative Agent or the Required Purchasers have given
            notice to any Lock-Box Bank pursuant to Section 8.03(b), in Seller's
            name and on behalf of Seller and each Purchaser which are necessary
            or desirable, in the reasonable determination of the Administrative
            Agent, to collect all amounts due under any and all Pool
            Receivables, including, without limitation, endorsing Seller's name
            on checks and other instruments representing Collections and
            enforcing such Pool Receivables and the related Contracts.

                (v) Actions taken by the Administrative Agent pursuant to this
            Article shall be subject to the confidentiality provisions of
            Section 7.01(c).

        SECTION 8.04. Responsibilities of Seller. Anything herein to the
contrary notwithstanding:

            (a) Seller shall perform all of its obligations under the Contracts
        related to the Pool Receivables and under the related purchase orders
        and other agreements to the same extent as if the Undivided Interest had
        not been sold hereunder and the exercise by the Administrative Agent of
        its rights hereunder shall not relieve Seller from such obligations.

            (b) Neither the Administrative Agent nor any Purchaser shall have
        any obligation or liability with respect to any Pool Receivables,
        Contracts related thereto or any other related purchase orders or other
        agreements, nor shall any of them be obligated to perform any of the
        obligations of Seller thereunder.

            (c) Seller hereby grants to Servicer an irrevocable power of
        attorney, with full power of substitution, coupled with an interest, to
        take in the name of Seller all steps which are necessary or advisable to
        endorse, negotiate or otherwise realize on any writing or other right of
        any kind held or transmitted by Seller or transmitted or received by any
        Purchaser (whether or not from Seller) in connection with any Pool
        Receivable.

        SECTION 8.05. Further Action Evidencing Purchases. (a) Seller agrees
that from time to time, at Seller's expense, it will promptly execute and
deliver all further instruments and documents, and take all further action that
the Administrative Agent or any Bank Purchaser may reasonably request in order
to perfect, protect or more fully evidence the Purchases hereunder and the
resulting Undivided Interest, or to enable any Purchaser or the Administrative
Agent to exercise or enforce any of their respective rights hereunder. Without
limiting the generality of the foregoing, Seller will:

                (i) upon the request of the Administrative Agent or the Required
            Purchasers, execute and file such financing or continuation
            statements, or amendments thereto or assignments thereof, and such
            other instruments or notices, as may be necessary or appropriate, to
            evidence that the Undivided Interest has been sold in accordance
            with this Agreement;


                                       42

<PAGE>

                (ii) upon the request of the Administrative Agent or the
            Required Purchasers, to the extent reasonably practicable, mark
            conspicuously each Contract evidencing each Pool Receivable with a
            legend, acceptable to the Administrative Agent and the Required
            Purchasers, evidencing that the Undivided Interest has been sold in
            accordance with this Agreement; and

                (iii) on or before the date of the initial Purchase, to the
            extent reasonably practicable, mark its master data processing
            records evidencing such Pool Receivables and related Contracts with
            a legend, acceptable to the Administrative Agent and the Required
            Purchasers, evidencing that the Undivided Interest has been sold in
            accordance with this Agreement.

            (b) Seller hereby authorizes the Administrative Agent to file one or
        more financing or continuation statements, and amendments thereto and
        assignments thereof, relative to all or any of the Pool now existing or
        hereafter arising in the name of Seller.

            (c) Without limiting the generality of subsection (a), Seller will,
        not earlier than six (6) months and not later than two (2) months prior
        to the fifth anniversary of the date of filing of each of the financing
        statement referred to in Section 5.01(f) or any other financing
        statement filed pursuant to this Agreement or in connection with any
        Purchase hereunder, unless the End Date shall have occurred:

                (i) deliver to the Administrative Agent for execution and, upon
            receipt from the Administrative Agent of such executed statements,
            file or cause to be filed appropriate continuation statements with
            respect to such financing statements; and

                (ii) deliver or cause to be delivered to the Administrative
            Agent and each Bank Purchaser an opinion of the counsel for Seller
            referred to in Section 5.01(g) (or other counsel for Seller
            reasonably satisfactory to the Required Purchasers), in form and
            substance reasonably satisfactory to the Required Purchasers,
            confirming and updating the opinion delivered pursuant to Section
            5.01 with respect to (and only with respect to) perfection issues,
            subject to customary qualifications, assumptions and exclusions
            typically included in such opinions.

        SECTION 8.06. Application of Collections. Any payment by an Obligor in
respect of any indebtedness owed by it to Seller shall, except as otherwise
specified by such Obligor or otherwise required by contract or law and unless
the Administrative Agent (with the consent of the Required Purchasers) instructs
otherwise, be applied as a Collection of any Pool Receivable or Receivables of
such Obligor to the extent of any amounts then due and payable thereunder before
such payment is applied to any other indebtedness of such Obligor.

                                   ARTICLE IX

                                SECURITY INTEREST



                                       43

<PAGE>


        SECTION 9.01. Grant of Security Interest. To secure all obligations of
Seller arising in connection with this Agreement and each other Agreement
Document to which it is a party, whether now or hereafter existing, due or to
become due, direct or indirect, or absolute or contingent, including, without
limitation, all Indemnified Amounts, payments on account of Collections received
or deemed to be received, fees and Earned Discount, in each case pro rata
according to the respective amounts thereof, Seller hereby assigns and grants to
the Administrative Agent, for the benefit of the Purchasers, a security interest
in all of Seller's right, title and interest (including specifically any
undivided interest retained by Seller hereunder) now or hereafter existing in,
to and under all the Pool Receivables, the Related Security and all Collections
with regard thereto, and all proceeds of the foregoing.

        SECTION 9.02. Further Assurances. The provisions of Section 8.05 shall
apply to the security interest granted under Section 9.01 as well as to the
Purchases and the Undivided Interest hereunder.

        SECTION 9.03. Remedies. Upon the occurrence and during the continuance
of a Termination Event, the Administrative Agent, for the benefit of the
Purchasers, shall have, with respect to the collateral granted pursuant to
Section 9.01, and in addition to all other rights and remedies available to any
Purchaser or the Administrative Agent under this Agreement or other applicable
law, all the rights and remedies of a secured party upon default under the UCC.

                                    ARTICLE X

                               TERMINATION EVENTS

        SECTION 10.01. Termination Events. If any of the following events
("Termination Events") shall occur:

            (a) (i) Servicer (if SCI or an Affiliate of SCI) shall fail to
        perform or observe any term, covenant or agreement hereunder in its
        capacity as Servicer (other than as referred to in clause (ii) next
        following) and such failure shall remain unremedied for two (2) Business
        Days after notice (which may be by telephone) to Servicer if such
        failure is the failure to deliver a Periodic Report when due or ten (10)
        Business Days after notice (which may be by telephone) to SCI in all
        other cases or (ii) Servicer (if SCI or an Affiliate of Seller) or
        Seller shall fail to make any payment or deposit to be made by it
        hereunder when due; or

            (b) Seller, SCI or Guarantor shall fail to perform or observe any
        term, obligation, covenant or agreement contained in Section 7.03, 7.04
        or 7.05 or to furnish to the Administrative Agent and each Bank
        Purchaser, pursuant to Section 7.02(e), a certificate required as a
        result of knowledge by an Executive Officer of Seller, SCI or Guarantor
        (as applicable) of the occurrence of a Termination Event or an Unmatured
        Termination Event; or

            (c) (i) If Seller, SCI or Guarantor shall fail to perform or observe
        any other term, obligation, covenant or agreement contained herein or
        any other Agreement Document on its part to be performed or observed
        (other than as set forth in Section


                                       44

<PAGE>

        10.01(a) or (b) above) and any such failure remains unremedied, until
        the first to occur of the date forty-five (45) days after an Executive
        Officer of Seller, SCI or Guarantor first obtains knowledge, or should
        have, in the exercise of reasonable diligence, obtained knowledge,
        thereof or the date thirty (30) days after written notice thereof shall
        have been given to Seller or SCI, as applicable, by the Administrative
        Agent or any Bank Purchaser, (ii) if any representation or warranty made
        by Seller, SCI or Guarantor in this Agreement (other than in Section
        6.01(b), 6.01(c), 6.01(e), 6.01(h), 6.02(b), 6.02(c), 6.02(e), 6.03(b),
        6.03(c) or 6.03(e)), or in any other Agreement Document to which it is a
        party, shall prove to have been incorrect, incomplete or misleading when
        made or deemed made in any material respect, and any such representation
        or warranty continues to be incorrect, incomplete or misleading in any
        material respect until the first to occur of the date forty-five (45)
        days after an Executive Officer of Seller, SCI or Guarantor first
        obtains knowledge, or should have, in the exercise of reasonable
        diligence, obtained knowledge, thereof or the date thirty (30) days
        after written notice thereof shall have been given to Seller by the
        Administrative Agent or any Bank Purchaser or (iii) any representation
        or warranty made by Seller, SCI or Guarantor in Section 6.01(b),
        6.01(c), 6.01(e), 6.01(h), 6.02(b), 6.02(c), 6.02(e), 6.03(b), 6.03(c)
        or 6.03(e) shall prove to have been incorrect, incomplete or misleading
        when made or deemed made in any material respect; or

            (d) (i) An "Event of Default" shall have occurred and be continuing
        under the Bank Credit Agreement; or (ii) with respect to any
        Indebtedness for money borrowed (other than the notes issued under the
        Bank Credit Agreement) or for the deferred purchase price of property
        created, issued, guaranteed, incurred or assumed by Seller, SCI,
        Guarantor or any Affiliate thereof which Indebtedness is in an aggregate
        principal amount equal to or greater than $10,000,000, Seller, SCI,
        Guarantor or any direct or indirect Subsidiary thereof shall (A) default
        in the payment of principal of or interest on any such Indebtedness
        beyond the period of grace, if any, provided in the instrument or
        agreement under which such Indebtedness was created, or (B) default in
        the observance or performance of any other agreement or condition
        relating to any such Indebtedness or contained in any instrument or
        agreement evidencing, securing or relating thereto, or any other event
        shall occur or condition exist, the effect of which default or other
        event or condition described in either clause (i) or (ii) of this
        paragraph is a failure to pay such Indebtedness at maturity or is to
        cause, or to permit the holder or holders of such Indebtedness (or a
        trustee or agent on behalf of such holder or holders) to cause, such
        Indebtedness to become due prior to its stated maturity; provided,
        however, that in the event any such default or other condition described
        in either clause (i) or (ii) of this paragraph shall have been cured or
        waived or any such acceleration rescinded in accordance with the terms
        thereof prior to the time that the Administrative Agent has declared the
        Facility Termination Date to have occurred, this Termination Event shall
        automatically cease to exist; or

            (e) A Change of Control shall occur; or

            (f) An Event of Bankruptcy shall have occurred and remained
        continuing with respect to any SCI Party; or



                                       45

<PAGE>

            (g) (i) Any litigation (including, without limitation, derivative
        actions), arbitration proceedings or governmental proceedings not
        disclosed in writing by Seller or SCI to the Administrative Agent and
        each Purchaser pursuant to Sections 6.01(d), 6.02(d) or 6.03(d) prior to
        the date of execution and delivery of this Agreement is pending against
        Seller, SCI or Guarantor, or (ii) any material development not so
        disclosed has occurred in any litigation (including, without limitation,
        derivative actions), arbitration proceedings or governmental proceedings
        so disclosed, which, in the case of clause (i) or (ii), in the
        reasonable opinion of the Required Purchasers is likely to have a
        Material Adverse Effect; or

            (h) At any time, the Required Allocation shall exceed the Required
        Allocation Limit; or

            (i) The Sales-Based Default Ratio exceeds 5.5%; or

            (j) the Delinquency Ratio exceeds 16%; or

            (k) The Losses to Liquidations Ratio exceeds 1.5%; or

            (l) The average of the Sales-Based Dilution Ratios for the preceding
        six consecutive months exceeds 5.5%; or

            (m) There shall have occurred any event which has a Material Adverse
        Effect or a Seller Material Adverse Effect; or

            (n) The Internal Revenue Service shall file notice of a lien
        pursuant to Section 6323 of the Internal Revenue Code with regard to any
        of the assets of Seller or Guarantor and such lien shall not have been
        released within five (5) days, or the Pension Benefit Guaranty
        Corporation shall file notice of a lien pursuant to Section 4068 of the
        Employee Retirement Income Security Act of 1974 with regard to any of
        the assets of Seller or Guarantor and such lien shall not have been
        released within five (5) days;

            (o) A Purchase and Sale Termination Event shall occur under any
        Second Tier Sale Agreement or the Intermediate Sale Agreement (other
        than the Second Tier Sale Agreement between SCI and the Seller); or

            (p) the long-term senior unsecured debt rating of the Guarantor
        fails to be rated at least BB- by S&P or fails to be rated at least Ba2
        by Moody's.

        SECTION 10.02. Remedies. (a) Optional Termination. Upon the occurrence
of a Termination Event (other than a Termination Event described in subsection
(f) of Section 10.01), the Administrative Agent shall, at the request, or may
with the consent, of the Required Purchasers, by written notice to Seller
declare the Facility Termination Date to have occurred, which Facility
Termination Date shall be the date of such notice.

            (b) Automatic Termination. Upon the occurrence of a Termination
        Event described in subsection (f) of Section 10.01, the Facility
        Termination Date shall be deemed to have occurred automatically upon the
        occurrence of such event.


                                       46

<PAGE>


            (c) Additional Remedies. Upon any termination of the facility
        pursuant to this Section 10.02, the Administrative Agent and each
        Purchaser shall have, in addition to all other rights and remedies under
        this Agreement and any other Agreement Document or otherwise, all other
        rights and remedies provided under the UCC of each applicable
        jurisdiction and other applicable laws, which rights shall be
        cumulative. Without limiting the foregoing or the general applicability
        of Article XII hereof, (i) the occurrence of a Termination Event shall
        not deny to any Purchaser any remedy in addition to termination of the
        Facility to which such Purchaser may be otherwise appropriately
        entitled, whether at law or in equity, and (ii) following the occurrence
        of any Termination Event each Purchaser may elect to assign to any
        Person any portion of the Undivided Interest owned by or on behalf of
        such Purchaser.

                                   ARTICLE XI

                            THE ADMINISTRATIVE AGENT

        SECTION 11.01. Authorization and Action. Each Purchaser hereby appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto.

        SECTION 11.02. Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or the
Administrative Agent under or in connection with this Agreement (including,
without limitation, the servicing, administering or collecting Pool Receivables
as Servicer pursuant to Section 8.01), except for its or their own gross
negligence or willful misconduct. Without limiting the generality of the
foregoing, the Administrative Agent: (a) may consult with legal counsel
(including counsel for Seller), independent certified public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (b) makes no warranty or representation to any
Purchaser or any other holder of any interest in Pool Receivables and shall not
be responsible to any Purchaser or any such other holder for any statements,
warranties or representations made in or in connection with this Agreement or
any other Agreement Document; (c) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement on the part of any SCI Party or to inspect the
property (including the books and records) of any SCI Party; (d) shall not be
responsible to any Purchaser or any other holder of any interest in Pool
Receivables for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Agreement
Document; and (e) shall incur no liability under or in respect of this Agreement
or any other Agreement Document by acting upon any notice (including notice by
telephone), consent, certificate or other instrument or writing (which may be by
facsimile or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

        SECTION 11.03. Administrative Agent and Affiliates. BofA and its
Affiliates may generally engage in any kind of business with Seller, Guarantor,
SCI, any Originator or any Obligor, any of their respective Affiliates and any
Person who may do business with or own


                                       47

<PAGE>


securities of Seller, Guarantor, SCI, any Originator or any Obligor or any of
their respective Affiliates, all as if BofA were not the Administrative Agent
and without any duty to account therefor to any Purchaser or any other holder of
an interest in Pool Receivables.

        SECTION 11.04. Seller's Failure to Perform. If Seller or SCI fails to
perform any of its agreements or obligations under this Agreement within any
applicable time or grace period, the Administrative Agent may (but shall not be
required to) itself perform, or cause performance of, such agreement or
obligation, and the expenses of the Administrative Agent incurred in connection
therewith shall be payable by Seller or SCI, as the case may be, as provided in
Section 13.01, provided, however, that the Administrative Agent shall not
perform Seller's obligations under any Contract, other than those necessary to
service and collect the related Pool Receivables.

        SECTION 11.05. Indemnification of the Administrative Agent. The Bank
Purchasers shall indemnify upon demand the Administrative Agent, together with
its Affiliates and officers, directors, employees, agents and attorneys-in-fact
of such Persons and their respective Affiliates (each, an "Agent-Related
Person") (to the extent not reimbursed by or on behalf of the Seller and without
limiting the obligation of the Seller to do so), pro rata, and hold harmless
each Agent-Related Person from and against any and all Indemnified Amounts
incurred by it; provided, however, that no Bank Purchaser shall be liable for
the payment to any Agent-Related Person of any portion of such Indemnified
Amounts resulting from such Person's gross negligence or willful misconduct, as
finally determined by a court of competent jurisdiction; provided, however, that
no action taken in accordance with the directions of the Required Purchasers
shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Bank
Purchaser shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including attorney's fees)
incurred by the Administrative Agent 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
Agreement Document, or any document contemplated by or referred to herein, to
the extent that the Administrative Agent is not reimbursed for such expenses by
or on behalf of the Seller. The undertaking in this Section shall survive the
termination of this Agreement and the resignation or replacement of the
Administrative Agent.

                                   ARTICLE XII

                       ASSIGNMENT OF PURCHASER'S INTEREST

        SECTION 12.01. Restrictions on Assignments. (a) None of SCI, Seller or
Guarantor may assign its rights hereunder or any interest herein without the
prior written consent of each Bank Purchaser, and no Purchaser may assign its
rights or obligations hereunder or its Purchaser's Interest (or portion thereof)
to any Person without the prior written consent of Seller, which consent shall
not be unreasonably withheld; provided, however, that without any such consent


                                       48

<PAGE>




                (i) Any Purchaser may assign, or grant a security interest in,
            its Purchaser's Interest (or portion thereof) to any of its Related
            Bank Purchasers (or any successor of any thereof by merger,
            consolidation or otherwise), any other commercial paper conduit
            administered by its Related Administrator or any Affiliate thereof,
            or any of its Program Support Providers (which may then assign the
            Purchaser's Interest (or portion thereof) so assigned or any
            interest therein to such party or parties as it may choose); and

                (ii) Any Conduit Purchaser may assign and grant a security
            interest in any interest in, to and under its Purchaser's Interest,
            this Agreement and the other Agreement Documents to any collateral
            trustee for its commercial paper program, and any successor in such
            capacity, to secure Purchaser's obligations under or in connection
            with its Commercial Paper Notes, any of its Program Support
            Agreement, and certain other obligations of such Purchaser incurred
            in connection with the funding of the Purchases and Reinvestments by
            it hereunder, which assignment and grant of a security interest
            shall not be considered an "assignment" for purposes of Section
            12.01(b), Section 12.03 or 12.04 or, prior to the enforcement of
            such security interest, for purposes of any other provision of this
            Agreement.

            (b) Seller agrees to advise the requesting Purchaser within five (5)
        Business Days after receipt by Seller of written notice of any proposed
        assignment by such Purchaser of its Purchaser's Interest (or portion
        thereof), not otherwise permitted under subsection (a), of Seller's
        consent or non-consent to such assignment. If Seller does not consent to
        such assignment, such Purchaser may immediately assign its Purchaser's
        Interest (or portion thereof) to any of its Related Bank Purchasers or
        Program Support Providers or any Affiliate thereof. All of the
        aforementioned assignments shall be upon such terms and conditions as
        the related Purchaser and the assignee may mutually agree.

        SECTION 12.02. Rights of Assignee. Upon an assignment by a Purchaser in
accordance with this Article XII, (a) the assignee receiving such assignment
shall have all of the rights, and shall be deemed to have assumed all of the
obligations, of such Purchaser hereunder with respect to the portion of such
Purchaser's rights and obligations so assigned and (b) all references to such
Purchaser in Section 4.02 shall be deemed to apply to such assignee to the
extent of its interest in the related Purchaser's Investment and the related
Collections.

        SECTION 12.03. Notice of Assignment. Each Purchaser shall provide
written notice to Seller and the Administrative Agent of any assignment of any
interest in the Undivided Interest (or portion thereof) by such Purchaser to any
assignee, other than an assignment to a Program Support Provider pursuant to an
applicable Program Support Agreement or to a collateral trustee for such
Purchaser's commercial paper program.

        SECTION 12.04. Evidence of Assignment. Any assignment of any interest in
the Undivided Interest (or portion thereof) to any Person may be evidenced by an
instrument of assignment in the form of Exhibit 12.04 or by such other
instrument(s) or document(s) as may be satisfactory to the assigning Purchaser,
the Administrative Agent and the assignee.


                                       49

<PAGE>

                                  ARTICLE XIII

                                 INDEMNIFICATION

        SECTION 13.01. Indemnities. (a) General Indemnity of Seller. Without
limiting any other rights which any such Person may have hereunder or under
applicable law, Seller hereby agrees to indemnify each of the Administrative
Agent, each Purchaser, each Program Support Provider, BofA, each of BofA's
Affiliates, their respective successors, transferees, participants and assigns
and all officers, directors, shareholders, controlling persons, employees and
agents of any of the foregoing (each an "Indemnified Party"), forthwith on
demand, from and against any and all damages, losses, claims, liabilities and
related costs and expenses, including reasonable attorneys' fees and
disbursements (all of the foregoing being collectively referred to as
"Indemnified Amounts") awarded against or incurred by any of them arising out of
or relating to this Agreement, any other Agreement Document or the ownership or
funding of the Undivided Interest or in respect of any Receivable or any
Contract, excluding, however, (a) Indemnified Amounts with respect to an
Indemnified Party to the extent determined by a court of competent jurisdiction
to have resulted from gross negligence or willful misconduct on the part of such
Indemnified Party, (b) recourse (except as otherwise specifically provided in
Article II of this Agreement in connection with the calculation of the Undivided
Interest) for Defaulted Receivables and (c) taxes upon or measured by net
income. Without limiting the foregoing, Seller hereby agrees to indemnify each
Indemnified Party for Indemnified Amounts arising out of or relating to:

                (i) the transfer by Seller of any interest in any Pool
            Receivable other than the transfer of the Undivided Interest to the
            Administrative Agent, for the benefit of the Purchasers, pursuant to
            this Agreement and the grant of a security interest to the
            Administrative Agent pursuant to Section 9.01;

                (ii) the breach of any representation or warranty made by Seller
            (or any of its officers) under or in connection with this Agreement,
            any other Agreement Document, any Periodic Report or any other
            information or report delivered by, or on behalf of, Seller pursuant
            hereto, which shall have been false or incorrect in any material
            respect when made or deemed made;

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

                (iv) the failure to vest and maintain vested in the
            Administrative Agent, for the benefit of the Purchasers, an
            undivided percentage ownership interest, to the extent of the
            Undivided Interest, in the Receivables in, or purporting to be in,
            the Receivables Pool, free and clear of any Adverse Claim, other
            than an Adverse Claim arising solely as a result of an act of a
            Purchaser, any assignee from a Purchaser or the Administrative
            Agent, whether existing at the time of any Purchase or Reinvestment
            or at any time thereafter;


                                       50

<PAGE>


                (v) the failure to file, or any delay in filing, Financing
            Statements or other similar instruments or documents under the UCC
            of any applicable jurisdiction or other applicable laws with respect
            to any receivables in, or purporting to be in, the Receivables Pool,
            whether at the time of any Purchase or Reinvestment or at any time
            thereafter;

                (vi) any dispute, claim, offset or defense (other than discharge
            in bankruptcy or other insolvency proceeding) of the Obligor to the
            payment of any Receivable in, or purporting to be in, the
            Receivables Pool (including, without limitation, a defense based on
            such Receivable's or the related Contract's not being a legal, valid
            and binding obligation of such Obligor enforceable against it in
            accordance with its terms), or any other claim resulting from the
            sale of the merchandise or services related to such Receivable or
            the furnishing or failure to furnish such merchandise or services;

                (vii) any failure of Seller to perform its duties or obligations
            in accordance with the provisions of this Agreement;

                (viii) any breach of warranty or products liability claim
            arising out of or in connection with merchandise or services that
            are the subject of any Pool Receivable; or

                (ix) any tax or governmental fee or charge (but not including
            taxes upon or measured by net income), all interest and penalties
            thereon or with respect thereto, and all out-of-pocket costs and
            expenses, including the reasonable fees and expenses of counsel in
            defending against the same, which may arise by reason of the
            purchase or ownership of the Undivided Interest, or any other
            interest in the Pool Receivables or in any goods which secure any
            such Pool Receivables.

            (b) Indemnities by Servicer. Without limiting any other rights which
        any such Person may have hereunder or under applicable law, Servicer
        hereby agrees to indemnify each of the Indemnified Parties, forthwith on
        demand, from and against any and all Indemnified Amounts awarded against
        or incurred by any of them arising out or related to:

                (i) the fact that any representation or warranty made by such
            Servicer, in its capacity as Servicer, (or any of its officers)
            under or in connection with this Agreement, any Periodic Report or
            any other information or report delivered by such Servicer pursuant
            hereto shall have been false or incorrect in any material respect
            when made or deemed made;

                (ii) the failure by such Servicer to comply with any applicable
            law, rule or regulation with respect to the servicing or collection
            of any Pool Receivable or the related Contract;



                                       51

<PAGE>


                (iii) the failure of such Servicer or any subservicer thereof to
            perform its duties or obligations as Servicer in accordance with the
            provisions of this Agreement; or

                (iv) any dispute, claim, offset or defense of the Obligor to the
            payment of any Pool Receivable by reason of the action or inaction
            of such Servicer or any subservicer of such Servicer.

            (c) Contest of Tax Claim; After-Tax Basis. If any Indemnified Party
        shall have notice of any attempt to impose or collect any tax or
        governmental fee or charge for which indemnification will be sought from
        Seller under Section 13.01(a)(ix), such Indemnified Party shall give
        prompt notice of such attempt to Seller and Seller shall have the right,
        at its expense, to participate in any proceedings resisting or objecting
        to the imposition or collection of any such tax, governmental fee or
        charge. Indemnification hereunder shall be in an amount necessary to
        make the Indemnified Party whole after taking into account any tax
        consequences to the Indemnified Party of the payment of any of the
        aforesaid taxes and the receipt of the indemnity provided hereunder or
        of any refund of any such tax previously indemnified hereunder,
        including the effect of such tax or refund on the amount of tax measured
        by net income or profits which is or was payable by the Indemnified
        Party.

            (d) Contribution. If for any reason the indemnification provided
        above in this Section 13.01 is unavailable to an Indemnified Party or is
        insufficient to hold an Indemnified Party harmless, then Seller or SCI,
        as the case may be, agrees to contribute to the amount paid or payable
        by such Indemnified Party as a result of such loss, claim, damage or
        liability in such proportion as is appropriate to reflect not only the
        relative benefits received by such Indemnified Party on the one hand and
        Seller or SCI, as the case may be, on the other hand but also the
        relative fault of such Indemnified Party as well as any other relevant
        equitable considerations.

                                   ARTICLE XIV

                                    GUARANTEE

        SECTION 14.01. Guarantee. (a) Guarantor hereby unconditionally and
irrevocably covenants and agrees that it will cause SCI and each Originator duly
and punctually to perform and observe all of the terms, conditions, covenants,
agreements (including, without limitation, agreements to turn over Collections
or deemed Collections) and indemnities of SCI and each Originator, respectively,
under this Agreement and the other Agreement Documents to which they are
respectively a party strictly in accordance with the terms hereof and thereof
and that if for any reason whatsoever SCI or any Originator shall fail to so
perform and observe such terms, conditions, covenants, agreements and
indemnities, Guarantor will duly and punctually perform and observe the same.

            (b) The liabilities and obligations of Guarantor under this Section
        14.01 shall be absolute and unconditional under all circumstances and
        shall be performed by Guarantor regardless of (i) whether any Purchaser
        or the Administrative Agent shall have


                                       52

<PAGE>


        taken any steps to collect from SCI or any Originator any of the amounts
        payable by SCI or such Originator (as the case may be) to any Purchaser
        or the Administrative Agent under this Agreement or the other Agreement
        Documents or shall otherwise have exercised any of their rights or
        remedies under this Agreement or the other Agreement Documents against
        SCI or any Originator or against any Obligor under any of the Pool
        Receivables, (ii) the validity, legality or enforceability of this
        Agreement or of any other Agreement Documents against SCI or any
        Originator, or the disaffirmance of any thereof in any Event of
        Bankruptcy relating to SCI or any Originator, (iii) any law, regulation
        or decree now or hereafter in effect which might in any manner affect
        any of the terms or provisions of this Agreement or any other Agreement
        Document or any of the rights of any Purchaser or the Administrative
        Agent as against SCI or any Originator or as against any Obligor under
        any of such Pool Receivables or which might cause or permit to be
        invoked any alteration in time, amount, manner of payment or performance
        of any amount payable by SCI or any Originator to any Purchaser or the
        Administrative Agent under this Agreement or the other Agreement
        Documents, (iv) the merger or consolidation of SCI or any Originator
        into or with any corporation or any sale or transfer by SCI or any
        Originator or all or any part of its property, (v) the existence or
        assertion of any Adverse Claim with respect to any Pool Receivable, or
        (vi) any other circumstance whatsoever (with or without notice to or
        knowledge of Guarantor) which may or might in any manner or to any
        extent vary the risk of Guarantor, or might otherwise constitute a legal
        or equitable discharge of a surety or guarantor, it being the purpose
        and intent of Guarantor that the liabilities and obligations of
        Guarantor under this Section 14.01 shall be absolute and unconditional
        under any and all circumstances, and shall not be discharged except by
        payment and performance as in this Agreement provided. The guaranty set
        forth in this Section 14.01 is a guaranty of payment and performance and
        not just of collection.

            (c) Without in any way affecting or impairing the liabilities and
        obligations of Guarantor under this Section 14.01, any Purchaser or the
        Administrative Agent may at any time and from time to time in its
        discretion, without the consent of, or notice to, Guarantor, and without
        releasing or affecting Guarantor's liability hereunder (i) extend or
        change the time, manner, place or terms of this Agreement or any other
        Agreement Document, (ii) settle or compromise any of the amounts payable
        by SCI or any Originator to any Purchaser under this Agreement or the
        other Agreement Documents or subordinate the same to the claims of
        others, (iii) retain or obtain a lien upon or security interest in any
        property to secure any of the obligations hereunder, (iv) retain or
        obtain the primary or secondary obligation of any obligor or obligors,
        in addition to Guarantor, with respect to any of the obligations due
        hereunder, or (v) release or fail to perfect any lien upon or security
        interest in, or impair, surrender, release or permit any substitution in
        exchange for, all or any part of any property securing any of the
        obligations under this Agreement, it being understood that nothing
        contained in this Section 14.01(c) shall give any Purchaser or the
        Administrative Agent the right to take any of the foregoing actions if
        not permitted by the other provisions of this Agreement, by law, by
        written consent or otherwise.

            (d) The provisions of this Section 14.01 shall continue to be
        effective or be reinstated, as the case may be, if any time payment of
        any of the amounts payable by SCI


                                       53

<PAGE>


        or any Originator to any Purchaser or the Administrative Agent under
        this Agreement or the other Agreement Documents is rescinded or must
        otherwise be restored or returned by any Purchaser or the Administrative
        Agent, as the case may be, upon any Event of Bankruptcy involving SCI or
        any Originator, or otherwise, all as though such payment had not been
        made. Guarantor hereby waives (i) notices of the occurrence of any
        default hereunder (other than notices expressly required under this
        Agreement), (ii) any requirement of diligence or promptness on the part
        of any Purchaser or the Administrative Agent in making demand,
        commencing suit or exercising any other right or remedy under this
        Agreement or the other Agreement Documents, or otherwise, and (iii) any
        right to require any Purchaser or the Administrative Agent to exercise
        any right or remedy against SCI or any Originator or the Pool
        Receivables prior to enforcing any of their rights against Guarantor
        under this Section 14.01. Guarantor agrees that, in the event of an
        Event of Bankruptcy with respect to SCI, any Originator or Guarantor, or
        any combination thereof, and if such event shall occur at a time when
        all of the Indemnified Amounts and other amounts due under this
        Agreement may not then be due and payable, Guarantor will pay to the
        Administrative Agent, for the benefit of the Purchasers, forthwith the
        full amount which would be payable hereunder by Guarantor if all such
        Indemnified Amounts and other obligations were then due and payable.

        SECTION 14.02. Maintenance of Ownership. Guarantor covenants and agrees
that until the End Date, Guarantor, or one of its Wholly Owned Subsidiaries,
will (a) maintain, directly or indirectly, ownership of 100% of all of the
issued and outstanding shares of each class of voting capital stock of each of
SCI, each Originator (other than Guarantor) and Seller, free and clear of all
liens and encumbrances and (b) maintain control of the election of the Board of
Directors of each of SCI, each Originator and Seller; provided, however, that
the shares of SCI, SCI Systems (Canada), Inc. and SCI Brockville Corp. shall be
permitted to be pledged pursuant to the Bank Credit Agreement and shall be
permitted to be subject to "Permitted Liens" as defined in the Bank Credit
Agreement.

        SECTION 14.03. Representation and Warranty. Guarantor represents and
warrants that it now has, and will continue to have, independent means of
obtaining information concerning each of SCI's and each Originator's affairs,
financial condition and business. Neither any Purchaser nor the Administrative
Agent shall have any duty or responsibility to provide Guarantor with any credit
or other information concerning SCI's or any Originator's affairs, financial
condition or business which may come into such Purchaser's or the Administrative
Agent's possession.

        SECTION 14.04. Subrogation. Guarantor hereby agrees that no payment made
by it or for its account pursuant to this Agreement shall entitle Guarantor by
subrogation, indemnification, contribution, reimbursement or otherwise to any
payment by SCI or from or out of any property of SCI or any Originator, until
after the End Date and Guarantor shall not exercise any rights or remedies it
has or may in the future have with respect to any of the foregoing until after
the End Date.

                                   ARTICLE XV

                                  MISCELLANEOUS



                                       54

<PAGE>


        SECTION 15.01. Amendments, Etc. No amendment or waiver of any provision
of this Agreement nor consent to any departure by Seller, SCI or Guarantor
therefrom shall in any event be effective unless the same shall be in writing
and signed by (a) Seller, SCI, Guarantor, the Administrative Agent and the
Required Purchasers (with respect to an amendment) or (b) the Administrative
Agent and the Required Purchasers (with respect to a waiver or consent by any of
them) or Seller, SCI or Guarantor (with respect to a waiver or consent by
Seller, SCI or Guarantor), as the case may be, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given, provided, however that no amendment shall (i) reduce the amount
of Earned Discount, Purchaser's Investment or other amount payable to any
Purchaser hereunder, or extend the time for the payment thereof, (ii) increase
the amount of any Purchaser's Commitment, (iii) extend the Purchase Termination
Date or the Scheduled Facility Termination Date with respect to any Purchaser,
(iv) change the calculation of Required Allocation or any of its components or
(v) change the definition of "Concentration Limit" or "Required Purchaser", in
each case without the prior written consent of all Purchasers affected thereby.

        SECTION 15.02. Notices, Etc. All notices and other communications
provided for hereunder shall, unless otherwise expressly stated herein, be in
writing (including facsimile communication) and shall be personally delivered or
sent by certified mail, postage prepaid, or by facsimile, to the intended party
at the address or facsimile number of such party set forth under its name on
Schedule 15.02 or at such other address or facsimile number as shall be
designated by such party in a written notice to the other parties hereto. All
such notices and communications shall be effective, (a) if personally delivered,
when received, (b) if sent by certified mail, three Business Days after having
been deposited in the mail, postage prepaid, (c) if sent by overnight courier,
one Business Day after having been given to such courier, and (d) if transmitted
by facsimile, when sent, receipt confirmed by telephone or electronic means,
except that notices and communications pursuant to Article I, Section 2.04(c),
Section 8.01(b) and the definition of "Designated Obligor" shall not be
effective until received.

        SECTION 15.03. No Waiver; Remedies. No failure on the part of the
Administrative Agent, any Affected Party, any Indemnified Party, any Purchaser
or any other holder of any interest in the Undivided Interest to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

        SECTION 15.04. Binding Effect; Survival. This Agreement shall be binding
upon and inure to the benefit of Seller, SCI and Guarantor, the Administrative
Agent, the Purchasers and their respective successors and assigns, and the
provisions of Section 4.02 and Article XIII shall inure to the benefit of the
Affected Parties and the Indemnified Parties, respectively, and their respective
successors and assigns; provided, however, nothing in the foregoing shall be
deemed to authorize any assignment not permitted by Section 12.01. This
Agreement shall create and constitute the continuing obligations of the parties
hereto in accordance with its terms, and shall remain in full force and effect
until the End Date. The rights and remedies with respect to any breach of any
representation and warranty made by Seller, SCI and Guarantor pursuant to
Article VI, the indemnification and payment provisions of Article XIII


                                       55

<PAGE>


and Sections 4.02, 14.05, 14.06 and 14.07, and the provisions of Sections 15.06
and 15.18 shall be continuing and shall survive any termination of this
Agreement. After the End Date, the Administrative Agent shall, at the request
and expense of the Seller, execute and deliver to the Seller such documents as
the Seller shall reasonably request to evidence the termination of the Undivided
Interest, including, without limitation, UCC termination statements.

        SECTION 15.05. Costs, Expenses and Taxes. In addition to its obligations
under Article XIII, Seller, SCI and Guarantor, jointly and severally, agree to
pay on demand:

            (a) all reasonable costs and expenses incurred by the Administrative
        Agent, each Purchaser, BofA, each Program Support Provider and their
        respective Affiliates in connection with the negotiation, preparation,
        execution and delivery, the administration (including periodic auditing)
        or the enforcement of, or any actual or claimed breach of, this
        Agreement and the other Agreement Documents, including, without
        limitation (i) the reasonable fees and out-of-pocket expenses of counsel
        to any of such Persons incurred in connection with any of the foregoing
        or in advising such Persons as to their respective rights and remedies
        under any of the Agreement Documents, provided, that Seller, SCI and
        Guarantor shall only be responsible for the fees and expenses of one
        counsel for each Related Group, unless a conflict of interest or
        potential conflict of interest exists among such Persons, and (ii) all
        reasonable out-of-pocket expenses (including reasonable fees and
        expenses of independent accountants) incurred in connection with any
        review of Seller's, SCI's or Guarantor's books and records either prior
        to the execution and delivery hereof or pursuant to the terms hereof;
        and

            (b) all stamp and other taxes and fees payable or determined to be
        payable in connection with the execution, delivery, filing and recording
        of this Agreement or the other Agreement Documents, and agrees to
        indemnify each Indemnified Party against any liabilities with respect to
        or resulting from any delay in paying or omission to pay such taxes and
        fees.

        SECTION 15.06. No Proceedings. Seller, SCI, Guarantor, each Bank
Purchaser, each other Conduit Purchaser and BofA, individually and as
Administrative Agent, each hereby agrees that it will not institute against any
Conduit Purchaser, or join any other Person in instituting against any Conduit
Purchaser, any insolvency proceeding (namely, any proceeding of the type
referred to in the definition of Event of Bankruptcy) so long as any Commercial
Paper Notes issued by such Conduit Purchaser shall be outstanding or there shall
not have elapsed one year plus one day since the last day on which any such
Commercial Paper Notes shall have been outstanding. The foregoing shall not
limit Seller's right to file any claim in or otherwise take any action with
respect to any insolvency proceeding that was instituted by any Person other
than Seller, SCI or Guarantor.

        SECTION 15.07. Confidentiality of Information. (a) Each SCI Party
acknowledges that each Purchaser regards the structure of the transactions
contemplated by this Agreement, the other Agreement Documents, and by any
Program Support Agreement and the other Program Documents referred to therein,
to be proprietary, and each such SCI Party severally agrees that:


                                       56

<PAGE>


                (i) unless such Purchaser shall otherwise agree in writing, and
            except as provided in subsection (b), such party will not disclose
            to any other person or entity:

                    (A) any information furnished to such party by any
                Information Provider regarding the asset securitization
                transaction contemplated hereby,

                    (B) copies of this Agreement,

                    (C) any information furnished to such party by any
                Information Provider regarding, or copies of, any Program
                Support Agreement, any of the other Program Documents referred
                to therein, or any transaction contemplated thereby,

                    (D) any information furnished to such party by any
                Information Provider regarding the organization or business of
                such Purchaser generally, or

                    (E) any information which is furnished to such party by any
                Information Provider and is designated by such Information
                Provider to such party in writing or otherwise as confidential
                or not otherwise available to the general public

(the information referred to in clauses (A), (B), (C), (D) and (E) above,
whether furnished by a Purchaser, BofA (including any branch or agency thereof),
any Program Support Provider, any assignee of or participant in any rights or
obligations of any Purchaser or any Program Support Provider identified to
Seller and Guarantor by written notice from the assignor or seller of such
participation interest, as the case may be, or any attorney for any of the
foregoing (each an "Information Provider"), is collectively referred to as the
"Information"; provided, however, "Information" shall not include any
information which is or becomes generally available to the general public or to
such party on a nonconfidential basis from a source other than any other
Information Provider, or which was known to such party on a nonconfidential
basis prior to its disclosure by any Information Provider);

                (ii) such party will make the Information available to only such
            of its officers, directors, employees and agents, and to officers,
            directors, employees and agents of any of its Affiliates, who (A) in
            the good faith belief of such party, have a need to know such
            Information, and (B) are informed by such party of the confidential
            nature of the Information and the terms of this Section 15.07; and

                (iii) such party will not use the Information as the basis of a
            similar financing with any other party.

        (b) Notwithstanding clause (i) of subsection (a), each SCI Party may
     disclose any Information:


                                       57

<PAGE>


                (i) to its independent attorneys, consultants and auditors who
            (A) in the good faith belief of such party, have a need to know such
            Information and (B) are informed by such party of the confidential
            nature of the Information and the terms of this Section 15.07;

                (ii) to any other party to this Agreement;

                (iii) as may be required in such party's reasonable judgment, by
            any municipal, state, federal or other regulatory body, whether
            domestic or foreign, (including, without limitation, the SEC) having
            or claiming to have jurisdiction over such party, in order to comply
            with any law, order, regulation, regulatory request or ruling
            applicable to such party (it being understood that in no event will
            the Fee Letter be publicly filed (except as required pursuant to
            subsection (c)(iv) below) without each Bank Purchaser's prior
            written consent); or

                (iv) subject to subsection (c), in the event such party is
            legally compelled (by interrogatories, requests for information or
            copies, subpoena, civil investigative demand or similar process) to
            disclose such Information.

            (c) In the event that any SCI Party or anyone to whom such party or
       its representatives transmits the Information is requested or becomes
       legally compelled (by interrogatories, requests for information or
       documents, subpoena, civil investigative demand or similar process) to
       disclose any of the Information other than pursuant to subsections (b)(i)
       or (ii), such party will (or will cause its representatives to)

                (i) provide with prompt written notice so that (A) an
            Information Provider, at its sole cost and expense, may seek a
            protective order or other appropriate remedy, or (B) such Purchaser
            may, if it so chooses, agree that such party (or its
            representatives) may disclose such Information pursuant to such
            request or legal compulsion;

                (ii) unless the related Purchaser agrees that such Information
            may be disclosed, make (at its sole cost and expense) a timely
            objection to the request or compulsion to provide such Information
            on the basis that such Information is confidential and subject to
            the agreements contained in this Section 15.07;

                (iii) take any action (at the related Purchaser's sole cost and
            expense) as any related Information Provider may reasonably request
            to seek a protective order or other appropriate remedy, provided
            that, in connection therewith, such party shall have first received
            such assurances as it may reasonably request that such Information
            Provider shall reimburse such party's or its representatives'
            reasonable costs and expenses or provide such other assistance as
            such party or its representatives may reasonably require; and

                (iv) in the event that such protective order or other remedy is
            not obtained, or the related Purchaser agrees that such Information
            may be disclosed, use its best efforts to furnish only that portion
            of the Information which such party reasonably believes is legally
            required to be furnished, and, provided such party


                                       58

<PAGE>


            (or its representative) is reimbursed or assisted as referred to in
            clause (iii) above, exercise best efforts to obtain reliable
            assurance that confidential treatment will be accorded the
            Information.

            (d) This Section 15.07 shall survive termination of this Agreement.

        SECTION 15.08. Captions and Cross References. The various captions
(including, without limitation, the table of contents) in this Agreement are
provided solely for convenience of reference and shall not affect the meaning or
interpretation of any provision of this Agreement. Unless otherwise indicated,
references in this Agreement to any Section, Appendix, Schedule or Exhibit are
to such Section of or Appendix, Schedule or Exhibit to this Agreement, as the
case may be, and references in any Section, subsection, or clause to any
subsection, clause or subclause are to such subsection, clause or subclause of
such Section, subsection or clause.

        SECTION 15.09. Integration. This Agreement and the other Agreement
Documents contain a final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, superseding all prior oral or written understandings.

        SECTION 15.10. GOVERNING LAW. THIS AGREEMENT, INCLUDING THE RIGHTS AND
DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE
PERFECTION OF THE INTERESTS OF THE ADMINISTRATIVE AGENT OR ANY PURCHASER IN THE
RECEIVABLES IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK.

        SECTION 15.11. WAIVER OF JURY TRIAL. SELLER, SCI AND GUARANTOR HEREBY
EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER AGREEMENT DOCUMENT
OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY BE IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, OR ANY OTHER AGREEMENT
DOCUMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT A JURY TRIAL.

        SECTION 15.12. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. EACH OF
SELLER, EACH PURCHASER, SCI AND GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT:

            (a) IT IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION,
        FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL
        JURISDICTION IS NOT AVAILABLE, OF ANY STATE COURT, IN EITHER CASE
        SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
        OR RELATING TO THIS


                                       59

<PAGE>


        AGREEMENT, AND (ii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO
        SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
        ACTION OR PROCEEDING.

            (b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
        FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
        THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
        AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
        PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
        OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

        SECTION 15.13. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
Agreement.

        SECTION 15.14. Originators. Until such time, if ever, that a Second Tier
Sale Agreement or a Purchase and Sale Agreement with an Originator is executed,
delivered and approved by the Administrative Agent and all Bank Purchasers (or,
in the case of SCI Brockville Corp., the Seller, SCI Brockville Corp. and the
Bank Purchasers have signed a letter agreement specifying that SCI Brockville
Corp. shall be considered an active Originator hereunder), all references to
such Originator other than SCI and Sanmina-SCI Corporation, or a purchase from
such Originator other than SCI and Sanmina-SCI Corporation, shall be
inoperative.

        SECTION 15.15. Confidentiality of SCI Information. Pursuant to the
negotiation, preparation and implementation of this Agreement and the Agreement
Documents, the Guarantor and its Affiliates may from time to time furnish to the
Administrative Agent or a Purchaser written information which is identified to
such Person in writing when delivered as confidential (the "SCI Confidential
Information"). Each such Person shall use reasonable efforts to apply to any SCI
Confidential Information such procedures regarding confidentiality as it applies
generally to information of that nature; provided, however, that any such Person
may disclose any SCI Confidential Information or other documents delivered to
such Person, and disclose any other information disclosed to such Person, by or
on behalf of the Guarantor or its Affiliates in connection with or pursuant to
this Agreement to (i) such Person's directors, officers, employees, agents and
professional consultants, (ii) the Administrative Agent, (iii) the Purchasers,
(iv) any Person to which such Person offers to sell, assign or grant a security
interest in all or any portion of its Purchaser's Interests or other rights or
interests under this Agreement pursuant to Article XII hereof, which prospective
purchaser, assignee or grantee agrees in writing prior to the receipt of SCI
Confidential Information to comply with this Section 15.15, (v) any federal or
state regulatory authority having jurisdiction over such Person, (vi) any other
Person to which such delivery or disclosure may be necessary or appropriate (a)
in compliance with any law, rule, regulation or order applicable to such Person,
(b) in response to any subpoena or other legal process, (c) in connection with
any litigation to which such Person is a party or (d) in order to protect such
Person's rights under this Agreement, (vii) any rating agency rating, or
placement agent placing, a Conduit Purchaser's Commercial Paper Notes and (viii)
any Program Support


                                       60

<PAGE>


Provider. In connection with disclosures by any Person pursuant to clause
(vi)(b) or (c) above, such Person shall use its reasonable efforts to notify the
Guarantor prior to any such disclosure unless such notification to the Guarantor
is prohibited by court order. Notwithstanding the foregoing, any Person that
discloses SCI Confidential Information pursuant to this Section 15.15 shall not
be liable to the Guarantor for failure to notify the Guarantor of such
disclosure.

        SECTION 15.16. Funding. Any Bank Purchaser may fund or maintain its
Purchaser's Interest hereunder through any branch or agency of such Bank
Purchaser.

        SECTION 15.17. Sharing of Payments, Etc. If any Purchaser (for purposes
of this Section, a "Recipient") shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of setoff, or otherwise) on
account of the portion of the Undivided Interest owned by it (other than as a
result of the different methods for calculating Earned Discount) in excess of
its ratable share of payments on account of the Undivided Interest obtained by
the Purchasers entitled thereto, such Recipient shall forthwith purchase from
the Purchasers entitled to a share of such amount participations in the portions
of the Undivided Interest owned by such Persons as shall be necessary to cause
such Recipient to share the excess payment ratably with each such other Person
entitled thereto; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such Recipient, such purchase from each
such other Person shall be rescinded and each such other Person shall repay to
the Recipient the purchase price paid by such Recipient for such participation
to the extent of such recovery, together with an amount equal to such other
Person's ratable share (according to the proportion of (a) the amount of such
other Person's required payment to (b) the total amount so recovered from the
Recipient) of any interest or other amount paid or payable by the Recipient in
respect of the total amount so recovered.

        SECTION 15.18. Excess Funds. No Conduit Purchaser shall be required to
make payment of any amounts required to be paid by it pursuant hereto unless
such Conduit Purchaser has Excess Funds (as defined below); provided that no
Conduit Purchaser shall be required at any time to make Purchases or permit
Reinvestments hereunder, each of which are and shall remain in its sole and
absolute discretion. If a Conduit Purchaser does not have Excess Funds, the
excess of the amount due hereunder over the amount paid shall not constitute a
"claim" (as defined in Section 101(5) of the Federal Bankruptcy Code) against
such Conduit Purchaser until such time as such Conduit Purchaser has Excess
Funds. If a Conduit Purchaser does not have sufficient Excess Funds to make any
payment due hereunder, then such Conduit Purchaser may pay a lesser amount and
make additional payments that in the aggregate equal the amount of deficiency as
soon as possible thereafter. The term "Excess Funds" means the excess of (a) the
aggregate projected value of a Conduit Purchaser's assets and other property
(including cash and cash equivalents), over (b) the sum of (i) the sum of all
scheduled payments of principal, interest and other amounts payable on publicly
or privately placed indebtedness of such Conduit Purchaser for borrowed money,
plus (ii) the sum of all other liabilities, indebtedness and other obligations
of such Conduit Purchaser for borrowed money or owed to any credit or liquidity
provider, together with all unpaid interest then accrued thereon, plus (iii) all
taxes payable by such Conduit Purchaser to the Internal Revenue Service, plus
(iv) all other indebtedness, liabilities and obligations of such Conduit
Purchaser then due and payable, but the amount of any liability, indebtedness or
obligation of such Conduit Purchaser shall not exceed the projected


                                       61

<PAGE>


value of the assets to which recourse for such liability, indebtedness or
obligation is limited. Excess Funds with respect to Amsterdam shall be
calculated once each Business Day.





                               [SIGNATURES FOLLOW]




                                       62

<PAGE>



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




                                        QUINCY CAPITAL CORPORATION,
                                         as a Conduit Purchaser



                                         By /s/
                                           -------------------------------------
                                         Title President
                                              ----------------------------------


                                         AMSTERDAM FUNDING CORPORATION,
                                          as a Conduit Purchaser

                                         By /s/ Andrew L. Stidd
                                           -------------------------------------
                                         Title Andrew L. Stidd, President
                                              ----------------------------------



                                       S-1


<PAGE>


                                         BANK OF AMERICA, NATIONAL ASSOCIATION,
                                          as the Administrative Agent



                                         By  /s/ William Van Beek
                                           -------------------------------------
                                         Title  William Van Beek, Principal
                                              ----------------------------------



                                         BANK OF AMERICA, NATIONAL ASSOCIATION,
                                          as a Bank Purchaser



                                         By  /s/ William Van Beek
                                           -------------------------------------
                                         Title  William Van Beek, Principal
                                               ---------------------------------



                                         ABN AMRO BANK N.V.,
                                          as a Bank Purchaser



                                         By  /s/ Patricia Luken
                                           -------------------------------------
                                         Title  GVP
                                              ----------------------------------

                                         By  /s/ Nancy C. Beebe
                                           -------------------------------------
                                         Title  GVP
                                              ----------------------------------



                                      S-2

<PAGE>


                                         SCI FUNDING, INC.,
                                          as Seller



                                         By /s/ Rick Ackel
                                           -------------------------------------
                                         Title  CFO
                                              ----------------------------------



                                         SCI TECHNOLOGY, INC.,
                                          as initial Servicer



                                         By /s/ Rick Ackel
                                           -------------------------------------
                                         Title  CFO
                                              ----------------------------------



                                         SANMINA-SCI CORPORATION



                                         By /s/ Rick Ackel
                                           -------------------------------------
                                         Title  CFO
                                              ----------------------------------



                                      S-3

<PAGE>


                                   APPENDIX A

                                   DEFINITIONS


        This is Appendix A to the Third Amended and Restated Receivables
Purchase Agreement, dated as of July 31, 2002, among SCI Funding, Inc., as
Seller, SCI Technology, Inc., as initial Servicer, Sanmina Corporation, as
Guarantor, Quincy Capital Corporation and Amsterdam Funding Corporation as
Conduit Purchasers, Bank of America, National Association, and ABN AMRO Bank
N.V., as Bank Purchasers, and Bank of America, National Association, as
Administrative Agent (as further amended, supplemented or otherwise modified
from time to time, and including the Original Receivables Agreement for as long
as it was in effect, this "Agreement"). Each reference in this Appendix A to any
Section, Appendix or Exhibit refers to such Section of or Appendix or Exhibit to
this Agreement.

                                      INDEX

<TABLE>
<CAPTION>
                                                                        Page No.
                                                                         -------
<S>                                                                         <C>
A. Defined Terms ..........................................................  A-1
B. Other Terms ............................................................ A-24
C. Computations of Time Periods ........................................... A-24
</TABLE>


        A. Defined Terms. As used in this Agreement, unless the context
requires a different meaning, the following terms have the meanings indicated
hereinbelow:

        "ABN" has the meaning set forth in the preamble.

        "Accounts Payable Amount" means, with respect to any Obligor at any
time, the aggregate amount, vouchered and unvouchered, owed by Seller or any
Originator to such Obligor at such time; provided, however, that if the Accounts
Payable Amount for any Obligor exceeds the aggregate Unpaid Balance of the
Eligible Receivables of such Obligor in the Receivables Pool, then the "Accounts
Payable Amount" with respect to such Obligor shall be deemed to be equal to such
aggregate Unpaid Balance.

        "Accounts Receivable" means all rights of any Person to payment for
goods sold or leased or for services rendered, whether or not such rights to
payment have been earned by performance, including, without limitation, all
accounts, contract rights, chattel paper, instruments and documents of any
Person arising from the sale of goods or services by such Person, whether
secured or unsecured, and whether now existing or hereafter created or arising
and including, further, without limitation, federal and state tax refunds due
and owing to such Person relating to taxes previously paid by such Person less
all doubtful accounts receivable owing to such Person, as determined in
accordance with GAAP.

        "Adjusted Average Maturity" has the meaning set forth in Appendix B.

        "Administrative Agent" has the meaning set forth in the preamble.


                                      A-1

<PAGE>


        "Administrative Agent's Account" has the meaning set forth in Section
3.05(a).

        "Adverse Claim" means a Lien or other right or claim of any Person other
than (a) a potential claim or right (that has not yet been asserted) of a
trustee appointed for an Obligor in connection with any Event of Bankruptcy, (b)
an unfiled lien for taxes accrued but not yet payable or (c) a claim of the
Seller, the Purchasers or the Administrative Agent arising under the Agreement
Documents.

        "Affected Party" means each of each Purchaser, each Program Support
Provider, any permitted assignee of a Purchaser, or a Program Support Provider,
any assignee of any of a Purchaser's obligations to a Program Support Provider
in respect of any Funding, or any holder of a participation interest in the
rights and obligations of any Program Support Provider under any Program Support
Agreement and in respect of any Funding, the Administrative Agent and any
holding company of BofA or any Bank Purchaser.

        "Affiliate" when used with respect to a Person means any other Person
controlling, controlled by, or under common control with, such Person.

        "Affiliated Party" means each of Guarantor, SCI and their Affiliates.

        "Aggregate Purchasers' Investment" means the sum of the Purchaser's
Investments for all Purchasers.

        "Agreement Documents" means this Agreement, the Lock-Box Agreements, the
Fee Letters, each Second Tier Sale Agreement, the Intermediate Sale Agreement,
each Purchase and Sale Agreement and the other documents to be executed and
delivered in connection herewith.

        "Alternate Reference Rate" has the meaning set forth in Appendix B.

        "Amsterdam" has the meaning set forth in the preamble.

        "Assignment Amount" means, with respect to any Bank Purchaser in the
Quincy Related Group at the time of an assignment pursuant to Section 1.10, an
amount equal to the least of (a) such Bank Purchaser's pro rata share of the
Purchaser's Investment requested by Quincy to be assigned at such time; (b) such
Bank Purchaser's Maximum Assignment Amount (minus any unrecovered principal
amount of such Bank Purchaser's investments pursuant to Quincy's related Program
Support Agreement) and (c) in the case of an assignment on or after the Conduit
Investment Termination Date, the sum of such Bank Purchaser's Conduit Related
Percentage of the aggregate principal balance of the Purchaser's Investment
being transferred by Quincy plus any Earned Discount accrued and to accrue
thereon minus (after the occurrence of a "Trigger Event" (as defined in the
Program Support Agreement)) the excess, if any, of "DR" over "FLP" (each, as
defined and calculated in the Program Support Agreement).

        "Average Maturity" has the meaning set forth in Appendix B.

        "Bank Credit Agreement" means, collectively, (i) that certain Credit
Agreement (364-Day) dated as of December 6, 2001, by and among Guarantor, as
borrower thereunder, Bank of America, N.A., as administrative agent, CitiCorp
USA, N.A., as syndication agent, Solomon


                                      A-2

<PAGE>

Smith Barney, as Co-Arranger, and the other lenders signatory thereto, and (ii)
that certain Credit Agreement (Multi-Year) dated as of December 6, 2001, by and
among Guarantor, as borrower thereunder, certain subsidiaries thereof, Bank of
America, N.A., as Administrative Agent and L/C Borrower and the other lenders
party thereto, in each case as the same has been or may be amended,
supplemented, extended, renewed, restated, refinanced or replaced from time to
time.

        "Bank Purchaser" has the meaning set forth in the preamble.

        "Bank Rate" has the meaning set forth in Appendix B.

        "BofA" has the meaning set forth in the preamble.

        "Business Day" means a day on which commercial banks in Chicago,
Illinois, Charlotte, North Carolina and New York City and are not authorized or
required to be closed for business.

        "Change of Control" means (i) that Seller ceases to be a Wholly Owned
Subsidiary of SCI, (ii) that SCI or any other Originator (other than Guarantor)
ceases to be a Wholly Owned Subsidiary of Guarantor or (iii) in relation to
Guarantor, the acquisition by any Person or group of Persons (within the meaning
of Section 13 or 14 of the Exchange Act), of beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of issued
and outstanding shares of the capital stock of Guarantor entitled (without
regard to the occurrence of any contingency) to vote for the election of members
of the board of directors of Guarantor and having a then present right to
exercise 50% or more of the voting power for the election of members of the
board of directors of Guarantor attached to all such outstanding shares of
capital stock of Guarantor.

        "Collections" means, with respect to any Receivable, all funds which
either (a) are received by Seller, Interagency, Inc., any Originator or Servicer
from or on behalf of the related Obligors in payment of any amounts owed
(including, without limitation, purchase prices, finance charges, interest and
all other charges) in respect of such Receivable, or applied to such amounts
owed by such Obligors (including, without limitation, insurance payments that
Seller, Interagency, Inc., any Originator or Servicer applies in the ordinary
course of its business to amounts owed in respect of such Receivable and net
proceeds of sale or other disposition of repossessed goods or other collateral
or property of the Obligor or any other party directly or indirectly liable for
payment of such Receivable and available to be applied thereon), or (b) are
deemed to have been received, by Seller or any other Person as a Collection
pursuant to Section 3.03.

        "Commercial Paper Notes" means short-term promissory notes issued or to
be issued by a Conduit Purchaser to fund its investments in accounts receivable
or other financial assets.

        "Commercial Paper Rate" has the meaning set forth in Appendix B.

        "Commitment" with respect to any Purchaser means the amount listed as
such Purchaser's Commitment on Schedule I. Notwithstanding the use of the term
"Commitment" in this Agreement with respect to any Conduit Purchaser, no Conduit
Purchaser shall have any obligation hereunder to fund any Purchase or
Reinvestment, all of such fundings being at such Conduit Purchaser's sole
discretion.


                                      A-3

<PAGE>


        "Concentration Limit" has the meaning set forth in Section 2.04(b).

        "Conditions Precedent" has the meaning set forth in Section 5.02.

        "Conduit Purchaser" has the meaning set forth in the preamble.

        "Conduit Related Percentage" means with respect to any Bank Purchaser
and any Related Group the ratio, expressed as a percentage, of (i) such Bank
Purchaser's Commitment divided by (ii) the aggregate of the Commitments of each
of the Bank Purchasers in such Related Group.

        "Consistent Basis" means, in reference to the application of GAAP, that
the accounting principles observed in the period referred to are comparable in
all material respects to those applied in the preceding period, except to the
extent required to reflect a change in GAAP or any other changes consented to by
the Required Purchasers.

        "Contingent Obligation" as to any Person means any obligation of such
Person guaranteeing or in effect guaranteeing any indebtedness, leases,
dividends or other contractual obligations ("primary obligations") of any other
Person (the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (d) otherwise to assure or hold harmless
the owner of such primary obligation against loss in respect thereof; provided,
however, that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not state or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by such Person
in good faith.

        "Contract" means a contract between an Originator and any Person, or an
invoice from an Originator to any Person or a purchase order from any Person to
an Originator, in each case pursuant to or under which such Person shall be
obligated to make payments to an Originator.

        "Credit and Collection Procedure" means those credit and collection
policies and practices provided to the Bank Purchasers on or prior to the date
hereof, as modified without violating Section 7.03(c).

        "Credit Reserve" at any time means an amount equal to the greater of (1)
$5,000,000 and (2) the product of (i) the Total Purchasers' Investment at such
time, times (ii) the greatest of (A) 40%, and (B) the sum of (I) the Dilution
Reserve, plus (II) the product of (a) 2.25 times (b) the highest Sales-Based
Default Ratio to have occurred for the most recent twelve Month End Dates times
the quotient of (x) the cumulative billings over the most recent four months
(provided that billings for the most recent five months shall be used if
required by any Purchaser


                                      A-4

<PAGE>


at any time) divided by (y) the aggregate Unpaid Balance of Eligible Receivables
as of the most recent Month End Date.

        "Deemed Collection" means amounts payable by an Originator pursuant to
Section 1.8(a) or (b) of the applicable Second Tier Sale Agreement.

        "Defaulted Receivable" means a Receivable:

            (a) as to which any payment, or part thereof, remains unpaid for 120
        days (or 150 days if the Obligor thereof is a Governmental Authority)
        from the invoice date, other than amounts deemed uncollectible, in
        Servicer's reasonable judgment, due to contract cancellations and
        adjustments, which, in each case, are not related to and do not result
        from credit problems,

            (b) is due from an Obligor with respect to which an Event of
        Bankruptcy has occurred and remains continuing,

            (c) as to which payments have been extended, or the terms of payment
        thereof rewritten, without the Required Purchasers' consent, other than
        as permitted in Section 8.02(c), or

            (d) which has been or, consistent with the Credit and Collection
        Procedure, should be, written off Seller's books as uncollectible.

        "Delinquency Ratio" means the ratio (expressed as a percentage) computed
as of each Month End Date by dividing (x) the aggregate Unpaid Balance of all
Pool Receivables that were Delinquent Receivables on each of such Month End Date
and the five (5) immediately preceding Month End Dates by (y) the aggregate
Unpaid Balance of all Pool Receivables on such Month End Dates.

        "Delinquent Receivable" means a Receivable as to which any payment, or
part thereof, remains unpaid for 90 days from the invoice date, other than
amounts deemed uncollectible, in Servicer's reasonable judgment, due to billing
disputes, contract cancellations for other than credit reasons and adjustments.

        "Designated Obligor" means, at any time, all Obligors except Excluded
Obligors and any such Obligor as to which any Bank Purchaser has, at least three
(3) Business Days prior to the date of determination, given written notice to
Seller and the Administrative Agent that such Obligor shall not be considered a
Designated Obligor.

        "Dilution Factors" means any event or condition described in clause (i)
of Section 3.03(a) that would cause any Pool Receivable or portion thereof to be
deemed a Collection.

        "Dilution Horizon Ratio" means as of any Month End Date (i) the
aggregate billings for the three months preceding such Month End Date, divided
by (ii) the aggregate Unpaid Balance of all Eligible Receivables at such Month
End Date.


                                      A-5

<PAGE>


        "Dilution Reserve" at any time means an amount equal to (i) (a) 2.25
times the Expected Dilution Ratio, plus (b) the Spike Factor, times (ii) the
Dilution Horizon Ratio.

        "Dilution Spike" means the highest Three Month Average Sales-Based
Dilution Ratio to have occurred during the twelve month period preceding such
Month End Date.

        "Discount Factor" has the meaning set forth in Appendix B.

        "Dollars" means dollars in lawful money of the United States of America.

        "Domestic Obligor" means an Obligor which (i) is located in the United
States (or is fully guaranteed by an Affiliate of the Obligor that is located in
the United States pursuant to a guaranty in substantially the form attached
hereto as Exhibit I-1 or such other form satisfactory in form to the Required
Purchasers) or (ii) is located in a province in Canada other than Quebec.

        "Earned Discount" has the meaning set forth in Appendix B.

        "Eligible Contract" means a Contract similar to one of the forms set
forth in Schedule 6.01(m)-1 or in another form approved by SCI in the exercise
of its reasonable business judgment.

        "Eligible Receivable" means, at any time, a Receivable:

            (a) the Obligor of which (i) is not an Affiliate of Seller, and (ii)
        is a Designated Obligor at the time of the creation of an interest in
        such Receivable hereunder;

            (b) the Obligor of which is provided that the Administrative Agent
        and the Required Purchasers have determined, to their reasonable
        satisfaction, that such Receivables are not subject to any offset or
        withholding of any kind and has received an opinion of counsel, in form
        and substance satisfactory to the Required Purchasers, as to the true
        sale of such Receivables to Seller, the perfection of the
        Administrator's interest therein and such other matters as the
        Administrative Agent or any Bank Purchaser shall reasonably request;

            (c) which is not a Defaulted Receivable;

            (d) (i) which arose in the ordinary course of an Originator's
        business from the sale of such Originator's merchandise, insurance or
        services and (ii) which, according to the Contract related thereto, is
        required to be paid in full within forty-five (45) days of the original
        billing date or statement date therefor;

            (e) which is an account receivable representing all or part of the
        sales price of merchandise, insurance or services within the meaning of
        Section 3(c)(5) of the Investment Company Act of 1940, as amended;

            (f) which is denominated and payable only in United States dollars;

            (g) which arises under an Eligible Contract which has been duly
        authorized and which, together with such Receivable, is in full force
        and effect and constitutes the legal, valid


                                      A-6

<PAGE>

        and binding obligation of the Obligor of such Receivable enforceable
        against such Obligor, as to all material terms thereof, in accordance
        with its terms;

            (h) the Obligor of which is not the Obligor of Defaulted Receivables
        that represent more than 10% of the aggregate Unpaid Balance of all
        Receivables of such Obligor;

            (i) which is not subject to any existing dispute, offset,
        counter-claim or defense whatsoever;

            (j) which, together with the Contract related thereto, does not
        contravene any laws, rules or regulations applicable thereto (including,
        without limitation, laws, rules and regulations relating to truth in
        lending, fair credit billing, fair credit reporting, equal credit
        opportunity, fair debt collection practices and privacy) in any material
        respect and with respect to which no party to the Contract related
        thereto is in violation of any such law, rule or regulation in any
        material respect;

            (k) as to which, at or prior to the time of the initial creation of
        an interest in such Receivable through a Purchase, the Administrative
        Agent has not notified the Seller that any Bank Purchaser (exercising
        its reasonable credit judgment) has determined that such Receivable (or
        the class of Receivables into which such Receivable falls) is not
        acceptable for purchase hereunder;

            (l) which is not a progress billing;

            (m) which constitutes an account as defined in the UCC (or
        applicable Canadian law) as in effect in the jurisdiction governing the
        perfection of the Administrative Agent's ownership interest;

            (n) with regard to which the warranty of Seller in Section 6.01(i)
        is true and correct;

            (o) which arises out of a current transaction, or the proceeds of
        which have been or are to be used for current transactions, within the
        meaning of Section 3(a)(3) of the Securities Act of 1933, as amended;

            (p) which (i) satisfies all applicable requirements of the related
        Credit and Collection Procedure and (ii) complies with such other
        criteria and requirements as any Bank Purchaser (exercising its
        reasonable credit judgment) may from time to time specify to the Seller
        and the Administrative Agent; and

            (q) if such Receivable was originated by an Originator other than
        SCI, Sanmina-SCI Corporation, Hadco Corporation or SCI Brockville Corp.,
        which was sold in a true sale or transferred in a true contribution
        (directly or indirectly through one or more entities) to SCI pursuant to
        one or more Purchase and Sale Agreements that have been approved by the
        Required Purchasers and with respect to which all conditions precedent
        have been met to the satisfaction of the Required Purchasers (including,
        without limitation, the delivery of opinions of counsel), and, in each
        case, was sold to Seller pursuant to a Second Tier Sale Agreement or the
        Intermediate Sale Agreement.


                                      A-7

<PAGE>


        "End Date" means the date after the Facility Termination Date on which
the Undivided Interest has been reduced to zero and all other amounts payable to
any Purchaser or the Administrative Agent hereunder have been paid in full.

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

        "Eurodollar Rate (Reserve Adjusted)" has the meaning set forth in
Appendix B.

        "Event of Bankruptcy" shall be deemed to have occurred with respect to a
Person if either:

            (a) a case or other proceeding shall be commenced, without the
        application or consent of such Person, in any court, seeking the
        liquidation, reorganization, debt arrangement, dissolution, winding up,
        or composition or readjustment of debts of such Person, the appointment
        of a trustee, receiver, custodian, liquidator, assignee, sequestrator or
        the like for such Person or all or substantially all of its assets, or
        any similar action with respect to such Person under any law relating to
        bankruptcy, insolvency, reorganization, winding up or composition or
        adjustment of debts, and such case or proceeding shall continue
        undismissed, or unstayed and in effect, for a period of 60 consecutive
        days; or an order for relief in respect of such Person shall be entered
        in an involuntary case under the federal bankruptcy laws or other
        similar laws now or hereafter in effect; or

            (b) such Person shall commence a voluntary case or other proceeding
        under any applicable bankruptcy, insolvency, reorganization, debt
        arrangement, dissolution or other similar law now or hereafter in
        effect, or shall consent to the appointment of or taking possession by a
        receiver, liquidator, assignee, trustee, custodian, sequestrator (or
        other similar official) for, such Person or for any substantial part of
        its property, or shall make any general assignment for the benefit of
        creditors, or shall fail to, or admit in writing its inability to, pay
        its debts generally as they become due, or, if a corporation or similar
        entity, its board of directors shall vote to implement any of the
        foregoing.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Excluded Data" means any information or data pertaining to an Obligor,
the disclosure of which information and data by Seller, Guarantor or any
Affiliate of either of them (collectively, the "Disclosing Parties") to the
Administrative Agent or a Purchaser could violate, in the good faith belief of
counsel, any applicable "fair credit" law, privacy law or any similar statute,
rule or regulation, or any contractual provision binding on any such Disclosing
Party.

        "Excluded Obligors" means (i) each Governmental Authority (provided that
Governmental Authorities shall only constitute "Excluded Obligors" from and
after the date any Purchaser provides notice of such designation to the Seller
and the Servicer) and (ii) any other Obligor approved as an "Excluded Obligor"
by all Bank Purchasers in a written consent accompanied by a certificate from
the Seller and the Servicer that such designation will not cause a Termination
Event or Unmatured Termination Event to occur.


                                      A-8

<PAGE>


        "Executive Officer" means any of those officers of Guarantor, SCI or
Seller, as the case may be, who are deemed to be "Executive Officers" thereof
pursuant to Rule 405 of Regulation C of the Exchange Act or any officer of
Guarantor or Seller, as the case may be, who is a senior vice president thereof,
or any individual performing a similar role as any individual who is a senior
vice president of Guarantor or Seller on the date of this Agreement.

        "Expected Dilution Ratio" for any Month End Date means the average of
the Sales-Based Dilution Ratios for the twelve months preceding such Month End
Date.

        "Facility" means the purchase and reinvestment facility provided by the
Purchasers pursuant to this Agreement.

        "Facility Termination Date" has the meaning set forth in Section 1.05.

        "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, or any successor thereto or to the functions thereof.

        "Fee Letter" has the meaning set forth in Section 4.01.

        "Financing Lease(s)" shall mean (a) any lease of property, real or
personal, the then present value of the minimum rental commitment of which
should, in accordance with GAAP, be capitalized on a balance sheet of the
lessee, and (b) any other such lease the obligations under which are capitalized
on a consolidated balance sheet of SCI or Guarantor and its Subsidiaries.

        "Financing Statement" means any financing statement that lists the
Seller (under any current name, any previous name or any trade name) as debtor
and that is filed in any jurisdiction in which filings would be appropriate
under the UCC or any comparable law to perfect a security interest in any
Receivable, any Collections with respect thereto, any Related Security or any
Contract.

        "Funded Percentage" with respect to any Purchaser at any time means the
ratio, expressed as a percentage, of (i) such Purchaser's Investment divided by
(ii) the Total Purchasers' Investment, in each case, at such time.

        "Funding" means a drawing under a letter of credit, surety bond or other
instrument issued pursuant to a Program Support Agreement, a drawing on a cash
collateral account funded pursuant to a Program Support Agreement, a purchase,
loan or other extension of credit made by a Program Support Provider to a
Conduit Purchaser under a Program Support Agreement, or any other advance or
disbursement of funds from or to a Conduit Purchaser or for such Conduit
Purchaser's account or for which such Conduit Purchaser is obligated to
reimburse a Program Support Provider pursuant to a Program Support Agreement.

        "GAAP" means United States generally accepted accounting principles.

        "Governmental Authority" means any nation or government (including,
without limitation, the United States government), any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative function of or pertaining to government.


                                      A-9

<PAGE>


        "Group Percentage" means, with respect to any Related Group, the ratio,
expressed as a percentage, of (i) the aggregate of the Commitments of each of
the Bank Purchasers in such Related Group divided by (ii) the aggregate of the
Commitments of all Bank Purchasers.

        "Guarantor" has the meaning set forth in the preamble.

        "Indebtedness" of a Person, at a particular date, means any of the
following at such date, without duplication, (a) indebtedness of such Person for
borrowed money or evidenced by notes, bonds, debentures or like instruments, (b)
indebtedness of such Person for the deferred purchase price of property or
services, except current accounts payable and accrued expenses arising in the
ordinary course of business, (c) obligations of such Person under any Financing
Lease, (d) indebtedness of such Person arising under acceptance facilities, (e)
unreimbursed draws on letters of credit and (f) Contingent Obligations.

        "Indemnified Amounts" has the meaning set forth in Section 13.01.

        "Indemnified Party" has the meaning set forth in Section 13.01.

        "Information" has the meaning set forth in Section 15.07.

        "Information Provider" has the meaning set forth in Section 15.07.

        "Initial Purchaser Note" has the meaning set forth in the applicable
Second Tier Sale Agreement.

        "Intermediate Sale Agreement" means that certain Intermediate Sale
Agreement, dated as of July 31, 2002, between Interagency, Inc. and the Seller,
as it may be amended, supplemented or otherwise modified from time to time.

        "Inventory" means, with respect to any Person, all goods, merchandise
and other personal property held for sale, and all raw materials, components,
work or goods in process, finished goods, goods in transit and packing and
shipping materials, accretions and accessions thereto, trust receipts and
similar documents covering the same products, all whether now owned or hereafter
acquired by such Person, all as determined in accordance with GAAP.

        "Lien" means a lien, security interest, charge or encumbrance.

        "Liquidations" means all funds described in clause (a) of the definition
of Collections.

        "Liquidity Agreement" means, with respect to each Conduit Purchaser, any
liquidity agreement entered into from time to time by such Conduit Purchaser
related to this Agreement.

        "Liquidity Banks" means the purchasers or lenders from time to time
parties to a Liquidity Agreement.

        "Lock-Box Account" means any bank account in which Collections (other
than Collections of Receivables with respect to which the Obligors are Excluded
Obligors) are received or deposited.


                                      A-10

<PAGE>


        "Lock-Box Agreement" means a letter agreement, in substantially the form
of Exhibit 5.01(i), between Seller and any Lock-Box Bank.

        "Lock-Box Bank" means any of the banks party to a Lock-Box Agreement
holding one or more Lock-Box Accounts for receiving Collections from Pool
Receivables.

        "Losses to Liquidations Ratio" means the percentage that (x) the
write-offs (net of recoveries) recognized during the six month period ending on
the most recent Month End Date on all Receivables owned by Seller was of (y)
Collections of such Receivables during such period.

        "Manager" means SCI Systems (Alabama), Inc., an Alabama corporation and
the immediate parent company of SCI.

        "Management Agreement" means the Management Agreement, dated as of
September 27, 1996, between Manager and Seller, as amended, supplemented or
otherwise modified from time to time.

        "Material Adverse Effect" means a material adverse effect on:

                (i) the financial condition, business, assets, prospects or
            operations of Guarantor and its Subsidiaries, taken as a whole;

                (ii) the ability of Servicer or Guarantor to perform its
            obligations under this Agreement or the other Agreement Documents to
            which it is a party;

                (iii) the validity, enforceability, status, perfection or
            priority of any Purchaser's or the Administrative Agent's interest
            in the Pool; or

                (iv) the collectibility or enforceability of a significant
            portion of the Pool Receivables.

        "Maximum Assignment Amount" equals, for any Bank Purchaser in the Quincy
Related Group, an amount equal to (A) 1.02 multiplied by its aggregate
Commitment (used and unused) minus (B) the aggregate Purchaser's Investment of
such Bank Purchaser.

        "Month End Date" means the last day of each fiscal month.

        "Moody's" means Moody's Investors Service, Inc., and any successor
thereto.

        "Negative Spread Fee" has the meaning set forth in Appendix B.

        "Net Income" means, as applied to any Person for any fiscal period, the
aggregate amount of net income (or net loss) of such Person, after taxes, for
such period as determined in accordance with GAAP.

        "Net Pool Balance" has the meaning set forth in Section 2.04(a).

        "Obligor" means a Person obligated to make payments with respect to a
Receivable.


                                      A-11

<PAGE>

        "Original Receivables Agreement" has the meaning set forth in the
Background.

        "Originator Loan" is defined in the applicable Second Tier Sale
Agreement.

        "Originator Note" is defined in the applicable Second Tier Sale
Agreement.

        "Originators" means SCI, Sanmina-SCI Corporation, Hadco Corporation,
Manu-tronics, Inc., SCI Systems (Canada), Inc., a Canadian corporation formed
under the laws of the Province of Quebec, SCI Brockville Corp., a Nova Scotia
Company and their respective successors and permitted assigns.

        "Owner" means, for each Purchase, the Purchasers funding such Purchase;
provided, however, that, upon any assignment of any interest in the Undivided
Interest (or portion thereof) made in accordance with Article XII, the assignee
thereof shall be the Owner of such interest in the Undivided Interest (or
portion thereof).

        "Percentage" with respect to any Purchaser means the percentage set
forth opposite such Purchaser's name on Schedule I hereto.

        "Periodic Report" means a report in substantially the form of Exhibit
3.04(a) (including, without limitation, (i) with respect to Sanmina-SCI
Corporation, Hadco Corporation or Manu-tronics, Inc. (on a combined basis), all
Accounts Payable Amounts known by Sanmina-SCI Corporation, as subservicer and
(ii) with respect to SCI and SCI Brockville (on a combined basis), the Accounts
Payable Amounts known by the Servicer for each of the 15 Obligors with the
largest aggregate Unpaid Balance of Eligible Receivables in the Receivable Pool)
or such other form acceptable to the Purchasers.

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

        "Pool" has the meaning set forth in Section 2.01.

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

        "Program Fee Rate" has the meaning set forth in the Fee Letter.

        "Program Support Agreement" with respect to any Conduit Purchaser means
and includes the Liquidity Agreement to which such Conduit Purchaser is a party
and any other agreement entered into by any Program Support Provider providing
for the issuance of one or more letters of credit for the account of such
Conduit Purchaser, the issuance of one or more surety bonds for which such
Conduit Purchaser is obligated to reimburse the applicable Program Support
Provider for any drawings thereunder, the sale by such Conduit Purchaser to any
Program Support Provider of interests in the Undivided Interest (or portions
thereof) and/or the making of loans and/or other extensions of credit to such
Conduit Purchaser in connection with such Conduit Purchaser's securitization
program, together with any letter of credit, surety bond or other instrument
issued thereunder.


                                      A-12

<PAGE>


        "Program Support Provider" with respect to any Conduit Purchaser means
and includes the Liquidity Banks party to the Liquidity Agreement with such
Conduit Purchaser and any other or additional Person (other than any customer of
such Conduit Purchaser) now or hereafter extending credit or having a commitment
to extend credit to or for the account of such Conduit Purchaser or issuing a
letter of credit, surety bond or other instrument to support any obligations
arising under or in connection with such Conduit Purchaser's securitization
program.

        "Purchase" has the meaning set forth in Section 1.01(a).

        "Purchase and Sale Agreement" means a Purchase and Sale Agreement
between SCI and an Originator as it may be amended, supplemented or otherwise
modified from time to time.

        "Purchase and Sale Termination Date" means the earlier of the End Date
and the termination of the Commitments under Section 10.02.

        "Purchase Limit" has the meaning set forth in Section 1.02(a).

        "Purchase Termination Date" has the meaning set forth in Section 1.06.

        "Purchaser" means any of the Conduit Purchasers or the Bank Purchasers,
and "Purchasers" means all of the Conduit Purchasers and the Bank Purchasers.

        "Purchaser Rate" has the meaning set forth in Appendix B.

        "Purchaser's Interest" means, with respect to any Purchaser, all of such
Purchaser's right, title and interest in the Pool and the Agreement Documents.

        "Purchaser's Investment" has the meaning set forth in Section 2.03.

        "Purchasers' Share" has the meaning set forth in Section 2.05.

        "Quincy" has the meaning set forth in the preamble.

        "Rate Variance Factor" has the meaning set forth in Appendix B.

        "Receivable" means any right to payment from a Person, whether
constituting an account, chattel paper, instrument or general intangible,
arising from the sale by any Originator of merchandise or services rendered by
such Originator, as the case may be, and includes the right to payment of any
interest or finance charges and other obligations of such Person with respect
thereto.

        "Receivables Pool" means at any time all then outstanding Receivables as
to which the Obligors thereunder are Designated Obligors. If a Receivable is a
Pool Receivable on the day immediately preceding the Facility Termination Date,
such Receivable shall continue to be considered a Pool Receivable at all times
thereafter.

        "Regulation D" means Regulation D of the Federal Reserve Board, or any
other regulation of the Federal Reserve Board that prescribes reserve
requirements applicable to


                                      A-13

<PAGE>


nonpersonal time deposits or "Eurocurrency Liabilities" as currently defined in
Regulation D, as in effect from time to time.

        "Regulatory Change" means, relative to any Affected Party

            (a) any change in (or the adoption, implementation, phase-in or
        commencement of effectiveness of) any

                (i) United States federal or state law or foreign law applicable
            to such Affected Party;

                (ii) regulation, interpretation, directive, requirement or
            request (whether or not having the force of law) applicable to such
            Affected Party of (A) any court, government authority charged with
            the interpretation or administration of any law referred to in
            clause (a)(i) or of (B) any fiscal, monetary or other authority
            having jurisdiction over such Affected Party; or

                (iii) generally accepted accounting principles or regulatory
            accounting principles applicable to such Affected Party and
            affecting the application to such Affected Party of any law,
            regulation, interpretation, directive, requirement or request
            referred to in clause (a)(i) or (a)(ii) above; or

            (b) any change in the application to such Affected Party of any
        existing law, regulation, interpretation, directive, requirement,
        request or accounting principles referred to in clause (a)(i), (a)(ii)
        or (a)(iii) above.

        "Reinvestment" has the meaning set forth in Section 1.01(b).

        "Related Administrator" with respect to (i) Quincy means BofA and (ii)
Amsterdam means ABN.

        "Related Bank Purchaser" with respect to any Conduit Purchaser means
each Bank Purchaser designated as a "Related Bank Purchaser" for such Conduit
Purchaser on Schedule I hereto.

        "Related Group" means each of (i) Quincy and its Related Bank Purchasers
and Related Administrator, and (ii) Amsterdam and its Related Bank Purchasers
and Related Administrator.

        "Related Security" means, with respect to any Pool Receivable: (a) all
of Seller's, Interagency, Inc.'s and the related Originator's right, title and
interest in, under and to all security agreements or other agreements that
relate to such Pool Receivable; (b) all of Seller's, Interagency, Inc.'s and the
related Originator's interest in the merchandise (including returned
merchandise), if any, relating to the sale which gave rise to such Pool
Receivable; (c) all other security interests or liens and property subject
thereto from time to time purporting to secure payment of such Pool Receivable,
whether pursuant to the Contract related to such Pool Receivable or otherwise;
(d) all UCC financing statements or similar filings covering any collateral
securing payment of such Pool Receivable; (e) all guarantees and other
agreements or arrangements of whatever character from time to time supporting or
securing payment of such


                                      A-14

<PAGE>

Pool Receivable whether pursuant to the Contract related to such Pool Receivable
or otherwise; and (f) all of Seller's, Interagency, Inc.'s and the related
Originator's rights and claims under the Purchase and Sale Agreements, the
Intermediate Sale Agreement and the Second Tier Sale Agreements.

        "Remaining Collections" has the meaning set forth in Section
3.01(a)(ii).

        "Required Allocation" at any time means the sum of the Total Purchasers'
Investment, Discount Factor, Servicer's Fee Reserve and Credit Reserve at such
time as calculated pursuant to Section 2.02.

        "Required Allocation Limit" has the meaning set forth in Section
1.02(b).

        "Required Purchasers" means the Bank Purchasers having aggregate
Percentages of 60% or more (but not less than two Bank Purchasers).

        "Requirement of Law" for any Person shall mean the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation, or determination of an
arbitrator or a court or other governmental authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

        "Run Off Day" means any of (a) each day which occurs on or after the
date designated by the Administrative Agent or the Required Purchasers to Seller
to be the "Run Off Commencement Date" during a time when any of the conditions
precedent set forth in Section 5.02 are not satisfied, (b) each day which occurs
on or after the Termination Date or (c) each day which occurs on or after the
Seller shall have given written notice to the Administrative Agent and each Bank
Purchaser that it no longer wishes to sell the Undivided Interest in the
Receivables Pool pursuant to this Agreement.

        "Run Off Discount" has the meaning set forth in Appendix B.

        "Run Off Period" means one or more successive Run Off Days.

        "Run Off Servicer's Fee" has the meaning set forth in Appendix B.

        "Sales-Based Default Ratio" means, as of any Month End Date, the ratio,
expressed as a percentage, of (i) the aggregate Unpaid Balance of all Pool
Receivables that were aged more than 120, but less than 151, days from invoice
for the three successive months occurring immediately prior to the month ending
on such Month End Date, plus the aggregate write-offs for the same three months,
divided by (ii) the aggregate billings for the fifth, sixth and seventh months
preceding such Month-End Date.

        "Sales-Based Dilution Ratio" as of any Month End Date means (a) the
aggregate reduction in the Unpaid Balance of Pool Receivables attributable to
Dilution Factors which Dilution Factors were granted during the month ending on
such Month End Date, divided by (b) billings for the third month preceding such
Month End Date.


                                      A-15

<PAGE>



        "S&P" means Standard and Poor's Ratings Group, a division of McGraw
Hill, Inc., and any successor thereto.

        "Scheduled Facility Termination Date" has the meaning set forth in
Section 1.05(a).

        "SCI" has the meaning set forth in the preamble.

        "SCI Party" means each of SCI, Seller, Guarantor and each Originator.

        "SEC" means the Securities and Exchange Commission.

        "Second Tier Sale Agreements" means, collectively, each Second Tier Sale
Agreement between an Originator and Seller as it may be amended, supplemented or
otherwise modified from time to time.

        "Second Tier Sale Termination Event" means the Purchase and Sale
Termination Event under the applicable Second Tier Sale Agreement or
Intermediate Sale Agreement.

        "Seller" has the meaning set forth in the preamble.

        "Seller Material Adverse Effect" means a material adverse effect on:

                (i) the financial condition, business, assets, prospects or
            operations of Seller;

                (ii) the ability of Seller to perform its obligations under this
            Agreement or the other Agreement Documents to which it is a party;

                (iii) the validity, enforceability, status, perfection or
            priority of any Purchaser's or the Administrative Agent's interest
            in the Pool; or

                (iv) the collectibility or enforceability of a significant
            portion of the Pool Receivables.

        "Servicer" has the meaning set forth in Section 8.01(a).

        "Servicer Transfer Event" has the meaning set forth in Section 8.01(b).

        "Servicer's Fee" has the meaning set forth in Appendix B.

        "Servicer's Fee Reserve" has the meaning set forth in Appendix B.

        "Settlement Date" means the 15th day of each month or if such day is not
a Business Day, the next succeeding Business Day, commencing August 15, 2002;
provided, that the initial Settlement Date with respect to amounts accrued prior
to the date hereof shall be August 15, 2002.

        "Settlement Period" means each period from and including a Settlement
Date to but excluding the next succeeding Settlement Date; provided, however
that with respect to the first


                                      A-16

<PAGE>

Settlement Period occurring after the date hereof, the period from the date
hereof through August 15, 2002.

        "Special Concentration Limit" has the meaning set forth in Section
2.04(c).

        "Spike Factor" means (i) the Dilution Spike minus the Expected Dilution
Ratio at such time, times (ii) the Dilution Spike divided by the Expected
Dilution Ratio at such time.

        "Subsidiary" of any Person shall mean a corporation or other entity (i)
of which shares of stock or other ownership interests having ordinary voting
power (other than stock or other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the directors
of such corporation, or other Persons performing similar functions for such
entity, are beneficially owned, directly or indirectly, including through other
Subsidiaries, by such Person or (iii) the accounts of which are consolidated
with such Person on such Person's consolidated financial statements.

        "Successor Notice" has the meaning set forth in Section 8.01(b).

        "Support Termination Date" for any Bank Purchaser means the date set
forth opposite such Bank Purchaser's name on Schedule I, as such date may be
extended from time to time with the written consent of such Bank Purchaser.

        "Termination Date" means the Facility Termination Date.

        "Termination Event" has the meaning set forth in Section 10.01.

        "Three Month Average Sales-Based Dilution Ratio" means, as of any Month
End Date, the average of the Sales-Based Dilution Ratios for the preceding three
consecutive months ending on such Month End Date.

        "Total Purchasers' Investment" at any time means the sum of the
Purchaser's Investment for all Purchasers hereunder.

        "Trigger Event" shall be deemed to have occurred and be continuing if
(i) the Guarantor does not maintain at least one investment grade long-term
senior unsecured debt rating by S&P, Moody's or Fitch, Inc. and (ii) any
Purchaser has provided notice to the Seller and the Servicer that Accounts
Payable Amounts are to be deducted from the Net Pool Balance.

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

        "Undivided Interest" has the meaning set forth in Section 2.01.

        "Unmatured Termination Event" means any event which, with the giving of
notice or lapse of time, or both, would become a Termination Event.

        "Unpaid Balance" of any Receivable means at any time the sum of (x) the
unpaid principal amount thereof, minus (y) any amounts representing any sales or
other similar tax.


                                      A-17

<PAGE>


        "Wholly Owned Subsidiary" means a Subsidiary all of whose issued and
outstanding capital stock (other than directors' qualifying shares) is owned by
Guarantor or another Wholly Owned Subsidiary.

        B. Other Terms. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP as in effect on the date hereof. All
terms used in Article 9 of the UCC in the State of New York, and not
specifically defined herein, are used herein as defined in such Article 9.

        C. Computation of Time Periods. Unless otherwise stated in this
Agreement, in the computation of a period of time from a specified date to a
later specified date, the word "from" means "from and including" and the words
"to" and "until" each means "to but excluding".


                                      A-18

<PAGE>


                                   APPENDIX B

                       CALCULATION OF DISCOUNT AND RESERVE


        This is Appendix B to the Third Amended and Restated Receivables
Purchase Agreement dated as of July 31, 2002 among SCI Funding, Inc., as Seller,
SCI Technology, Inc., as initial Servicer, Sanmina-SCI Corporation, as
Guarantor, Quincy Capital Corporation and Amsterdam Funding Corporation, as
Conduit Purchasers, Bank of America, National Association, and ABN AMRO Bank
N.V., as Bank Purchasers, and Bank of America, National Association, as
Administrative Agent (as amended, supplemented or otherwise modified from time
to time, and including the Original Agreement for as long as it was in effect,
the "Agreement"). Capitalized terms used in this Appendix B without definition
have the meanings assigned to such terms in Appendix A to the Agreement. Each
reference in this Appendix B to any Section refers to such Section of the
Agreement. Each reference in this Appendix B to any Part refers to the part of
this Appendix B so designated.

                                      INDEX

                                     PART I
                                 DISCOUNT FACTOR

<TABLE>
<CAPTION>
Sub-
Part     Term                                                           Page No.
----     ----                                                           --------
<S>      <C>                                                            <C>
 A.      Discount Factor.....................................................B-2
 B.      Earned Discount.....................................................B-3
 C.      Negative Spread Fee.................................................B-3
 D.      Run Off Discount....................................................B-4
 E.      Rate Definitions ...................................................B-4
              Alternate Reference Rate.......................................B-4
              Bank Rate......................................................B-5
              Bank Rate Spread...............................................B-5
              Commercial Paper Rate..........................................B-5
              Eurodollar Rate (Reserve Adjusted).............................B-7
              Pricing Grid Margin............................................B-8
              Purchaser Rate.................................................B-8
 F.      Rate Variance Factor................................................B-9
</TABLE>


                                      B-1

<PAGE>

                                     PART II

                                 CREDIT RESERVE

<TABLE>
<CAPTION>
Sub-
Part     Term                                                           Page No.
----     ----                                                           --------
<S>      <C>                                                            <C>
 A.      Credit Reserve......................................................B-9


                                    PART III

                                DILUTION RESERVE

 A.      Dilution Reserve....................................................B-9


                                     PART IV

                             SERVICER'S FEE RESERVE

 A.      Servicer's Fee Reserve..............................................B-9
 B.      Servicer's Fee.....................................................B-10
 C.      Run Off Servicer's Fee.............................................B-10


                                     PART V

                            ADJUSTED AVERAGE MATURITY

 A.      Adjusted Average Maturity..........................................B-10
 B.      Average Maturity...................................................B-11
</TABLE>

                                    --------

                                     PART I

                                 DISCOUNT FACTOR

        A. Discount Factor. The "Discount Factor" at any time in a Settlement
Period means an amount determined as follows:

        DF  =  ED + ROD

        where:

        DF  =  the Discount Factor at such time;


                                      B-2

<PAGE>

        ED  =  Earned Discount for all Purchasers accrued and unpaid at such
               time, as determined pursuant to Part I.B;

        ROD =  Run Off Discount at such time, as determined pursuant to
               Part I.D.

        B. Earned Discount. The "Earned Discount" with respect to any Purchaser
for each day in a related Settlement Period means an amount determined as
follows:

        ED  =  PI x PR x 1/360 + NSF (if any);

provided, however, that if, pursuant to the definition of "Purchaser Rate" in
Part I.E., different Purchaser Rates would apply to different portions of such
Purchaser's Investment, then Earned Discount shall be calculated separately with
respect to each such portion, and the Earned Discount for such Purchaser shall
be the sum of the Earned Discount so calculated for such portions;

        where:

        ED  =  Earned Discount accrued on such day;

        PI  =  the Purchaser's Investment of such Purchaser on such day, as
               determined pursuant to Section 2.03; and

        PR  =  the Purchaser Rate of such Purchaser on such day, as defined in
               Part I.E.

        NSF =  the Negative Spread Fee on such day, as defined in Part C.

No provision of the Agreement shall require the payment or permit the collection
of Earned Discount in excess of the maximum permitted by applicable law. Earned
Discount shall not be considered paid by any distribution if at any time such
distribution is rescinded or must otherwise be returned for any reason.

        C. Negative Spread Fee. The "Negative Spread Fee" means with respect to
any Purchaser for each day in any Settlement Period during which any Run Off Day
or Termination Date occurs, the amount, if any, by which;

                (i) the additional Earned Discount (calculated without taking
            into account any Negative Spread Fee) which would have accrued on
            the reductions of the related Purchaser's Investment during such
            Settlement Period (as so computed) if such reductions had remained
            as Purchaser's Investment, exceeds

                (ii) the income, if any, received by such Purchaser from such
            Purchaser's investing the proceeds of such reductions of its
            Purchaser's Investment.

        D. Run Off Discount. The "Run Off Discount" at any time means an amount
determined as follows:


                                      B-3

<PAGE>


        ROD =   PI x (PR + RVF) x AAM
                ---------------------
                         360

        where:

        ROD =   the Run Off Discount at such time;

        PI  =   the Total Purchasers' Investment at such time;

        PR  =   the Alternate Reference Rate at such time;

        AAM =   the Adjusted Average Maturity of the Receivables Pool, as
                determined pursuant to Part V; and

        RVF =   the Rate Variance Factor deemed to be in effect at such time, as
                determined pursuant to Part I.F.

        E. Rate Definitions. The "Alternate Reference Rate" means, on any date,
a fluctuating rate of interest per annum equal to the higher of

            (a) the rate of interest most recently announced by BofA at its
        principal office in Charlotte, North Carolina as its reference rate; and

            (b) the Federal Funds Rate (as defined below) most recently
        determined by BofA plus 1.0% per annum.

For purposes of this definition, "Federal Funds Rate" means, for any day, the
average of (i) the rates per annum as determined by the applicable Bank
Purchaser at which overnight Federal funds are offered to such Bank Purchaser
for such day by major banks in the interbank market, and (ii) if the applicable
Bank Purchaser is borrowing overnight funds from a Federal Reserve Bank that
day, the rates per annum at which such overnight borrowings are made on that
day. Each determination of the Federal Funds Rate by the applicable Bank
Purchaser shall be conclusive and binding on the Seller except in the case of
manifest error.

The Alternate Reference Rate is not necessarily intended to be the lowest rate
of interest determined by the Administrative Agent or the Bank Purchasers in
connection with extensions of credit.

        "Bank Rate" for any Settlement Period means an interest rate per annum
equal to the sum of (a) the Bank Rate Spread, plus (b) the Eurodollar Rate
(Reserve Adjusted) for such Settlement Period; provided, however, that if (i) it
shall become unlawful for the Administrative Agent or any Bank Purchaser or
Program Support Provider to obtain funds in the offshore dollar interbank market
in order to fund any Purchase or to maintain any interest in the Undivided
Interest, or if such funds shall not be reasonably available to the
Administrative Agent or any Bank Purchaser or Program Support Provider, or (ii)
there shall not be time prior to the commencement of an applicable Settlement
Period to determine a Eurodollar Rate in accordance with its terms, then the
"Bank Rate" for any Settlement Period shall be equal to the Alternate Reference
Rate in effect from time to time during such Settlement Period.


                                      B-4

<PAGE>

        "Bank Rate Spread" means 0.25% plus the all-in drawn margin over the
Eurodollar Rate (or comparable rate) then applicable in the Bank Credit
Agreement (or if the Bank Credit Agreement has been terminated or is no longer
in effect, in the replacement revolving credit agreement or, if there is no such
replacement, such margin as would have been in effect if the Bank Credit
Agreement were effective at such time).

        "Commercial Paper Rate" means, for any Conduit Purchaser for any
Settlement Period for any portion of its Purchaser's Investment funded by
issuing Commercial Paper Notes, a rate per annum equal to the sum of (i) the
rate or, if more than one rate, the weighted average of the rates per annum at
which such Conduit Purchaser's Commercial Paper Notes having a term selected by
its Related Administrator and issued (or allocated by its Related Administrator
from time to time during such period, but which may also be allocated to the
funding of other assets of such Conduit Purchaser) to fund such portion of the
Purchaser's Investment was or may be sold by any placement agent or commercial
paper dealer selected by its Related Administrator, as agreed between each such
agent or dealer and its Related Administrator, plus (ii) 0.05% per annum,
representing the commissions and other charges charged by such placement agent
or commercial paper dealer with respect to such Commercial Paper Notes expressed
as a percentage of the face amount of such Commercial Paper Notes and converted
to an interest-bearing equivalent rate per annum, plus (iii) certain
documentation and transaction costs directly associated with the issuance of
such Commercial Paper Notes, as are customarily charged by such Conduit
Purchaser to its customers in similar transactions (including incremental
carrying costs incurred with respect to Commercial Paper Notes maturing on dates
other than those on which corresponding funds are received by the Conduit
Purchaser), plus (iv) costs of other related borrowings by such Conduit
Purchaser, including borrowings to fund small or odd dollar amounts that are not
easily accommodated in the commercial paper market, expressed as a percentage of
the face amount of such Commercial Paper Notes and converted to an
interest-bearing equivalent rate per annum; provided, however that if any
component of such rate is a discount rate, in calculating the "Commercial Paper
Rate", such Conduit Purchaser shall for such component use the rate resulting
from converting such discount rate to an interest-bearing equivalent rate per
annum.

        "Eurodollar Rate (Reserve Adjusted)" means, with respect to any
Settlement Period, a rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) determined pursuant to the following formula:

         Eurodollar Rate       =       Eurodollar Rate
                                       ---------------
         (Reserve Adjusted)             1-Eurodollar
                                       Reserve Percentage

where:

        "Eurodollar Rate" means, with respect to any Settlement Period, the rate
per annum at which Dollar deposits in immediately available funds are offered to
the Eurodollar Office of the related Bank Purchaser two Eurodollar Business Days
prior to the beginning of such period by prime banks in the offshore dollar
interbank market at or about the relevant local time of such Eurodollar Office,
for delivery on the first day of such


                                      B-5

<PAGE>


Settlement Period, for the number of days comprised therein and in an amount
equal or comparable to the amount of the related Purchaser's Investment.

        "Relevant local time" as to any Eurodollar Office shall mean 11:00 a.m.,
London time when such Eurodollar Office is located in Europe or the Middle East,
or 11:00 a.m., New York time, when such Eurodollar Office is located in North
America or the Caribbean.

        "Eurodollar Business Day" means a day of the year on which dealings are
carried on in the offshore dollar interbank market of the related Bank
Purchaser's Eurodollar Office and banks are open for business in the location of
the related Bank Purchaser's Eurodollar Office and are not required or
authorized to close in New York City.

        "Eurodollar Office" shall mean the office of the related Bank Purchaser
located in the Cayman Islands, Grand Cayman B.W.I. or such other office or
offices through which such Bank Purchaser determines the Eurodollar Rate. A
Eurodollar Office of the related Bank Purchaser may be, at the option of such
Bank Purchaser, either a domestic or foreign office.

        "Eurodollar Reserve Percentage" means, with respect to any Yield Period,
the reserve percentage (expressed as a decimal and rounded upward to the nearest
1/100th of 1%) equal to the maximum aggregate reserve requirements (including
all basic, emergency, supplemental, marginal and other reserves and taking into
account any transitional adjustments or other scheduled changes in reserve
requirements) specified under regulations issued from time to time by the
Federal Reserve Board and then applicable to assets or liabilities consisting of
and including "Eurocurrency Liabilities", as currently defined in Regulation D
of the Federal Reserve Board, of the related Bank Purchaser having a term
approximately equal or comparable to such Settlement Period.

        "Purchaser Rate" for any Purchaser for any Settlement Period means:

            (a) in all cases other than one referred to in clause (b) or (c) of
        this definition, the sum of (i) the Commercial Paper Rate of such
        Purchaser for such Settlement Period plus (ii) the Program Fee Rate;

            (b) in the case of the portion of such Purchaser's Investment (i)
        owned by any Program Support Provider or any other assignee (other than
        a Conduit Purchaser), or funded pursuant to a Program Support Agreement,
        (ii) funded by a Funding, or (iii) funded by a Bank Purchaser and at a
        time when clause (c) of this definition is not applicable, the Bank Rate
        for such Undivided Interest (or such portion) for such Settlement
        Period; and

            (c) when a Termination Event has occurred and is continuing, a rate
        per annum equal for each day during such Settlement Period to the
        Alternate Reference Rate in effect on such day plus 2% per annum.

        F. Rate Variance Factor. The "Rate Variance Factor" means such
percentage per annum not exceeding 2% as the Administrative Agent (upon
direction of the Required Purchasers) may designate from time to time.


                                      B-6

<PAGE>


                                     PART II

                                 CREDIT RESERVE

        A. Credit Reserve. The "Credit Reserve" on any day means an amount
determined in accordance with the definition of Credit Reserve in Appendix A.

                                    PART III

                                DILUTION RESERVE

        A. Dilution Reserve. The "Dilution Reserve" on any day means an amount
determined in accordance with the definition of Dilution Reserve in Appendix A.

                                     PART IV

                             SERVICER'S FEE RESERVE

        A. Servicer's Fee Reserve. The "Servicer's Fee Reserve" at any time
means an amount determined as follows:

        SFR  =   SF + ROSF

where:

        SFR  =   the Servicer's Fee Reserve at any time;

        SF   =   the unpaid Servicer's Fee accrued to such time and unpaid as
                 determined pursuant to Part IV.B; and

       ROSF  =   the Run Off Servicer's Fee at such time, as determined pursuant
                 to Part IV.C.

        B. Servicer's Fee. The "Servicer's Fee" relating to any Undivided
Interest accrued for any day means

            (i) an amount equal to (x) 0.50% per annum, times (y) the amount of
        the Total Purchasers' Investment at the close of business on such day,
        times (z) 1/360; or

            (ii) on and after Servicer's reasonable request made at any time
        when Seller or any of its Affiliates shall no longer be Servicer, an
        alternative amount specified by Servicer not exceeding (x) 110% of
        Servicer's cost and expenses of performing its obligations under the
        Agreement during the Settlement Period when such day occurs, divided by
        (y) the number of days in such Settlement Period.

        C. Run Off Servicer's Fee. The "Run Off Servicer's Fee" at any time
means an amount equal to


                                      B-7

<PAGE>

            (x) Total Purchasers' Investment at such time, times

            (y) (A) the percentage per annum set forth in clause (i)(x) of the
        definition of "Servicer's Fee", or (B) if Servicer's Fee is calculated
        pursuant to clause (ii) of such definition, the percentage per annum
        determined for each day by dividing the amount of the Servicer's Fee
        accrued for such day by the Total Purchasers' Investment at the close of
        business on such day, multiplying the quotient by 360 and expressing the
        product as a percentage, times

            (z) a fraction, the numerator of which is the number of days equal
        to the then Adjusted Average Maturity, and the denominator of which is
        360 days.

                                     PART V

                            ADJUSTED AVERAGE MATURITY

        "Adjusted Average Maturity" means, on any day, the product of (i) three
(3) times (ii) the Average Maturity for such day.

        "Average Maturity" means, on any day, that time period (expressed in
days) equal to the weighted average maturity of the Pool Receivables as shall be
calculated by Servicer, as set forth in the most recent Periodic Report in
accordance with the provisions thereof. If the Administrative Agent shall
disagree with any such calculation, the Administrative Agent may recalculate the
Average Maturity for such day, which calculation shall, absent manifest error,
be binding upon Servicer, Seller and the Purchasers.



                                      B-8

<PAGE>


                                   SCHEDULE I

                            PURCHASERS - COMMITMENTS


<TABLE>
<CAPTION>
                               Related                                              Conduit        Support
       Name of Bank            Conduit                                              Related       Termination
         Purchaser             Purchaser          Commitment      Percentage       Percentage        Date
-------------------            ---------          ----------      ----------       ----------     -----------
<S>                          <C>                  <C>             <C>              <C>           <C>
Bank of America,             Quincy Capital
National Association         Corporation          $110,000,000     55.0000%         100.0000%    July 30, 2003

                             Amsterdam
ABN AMRO Bank, N.V.          Funding
                             Corporation          $ 90,000,000     45.0000%         100.0000%    July 30, 2003
</TABLE>



                                      B-9
<PAGE>

                                SCHEDULE 2.04(b)

                              CONCENTRATION LIMITS

<TABLE>
<CAPTION>
     Commercial Paper/
        Short-Term                 Concentration
       Debt Rating*                    Limit
     ------------------            -------------
<S>                                <C>
A-2/P-2 or better                       15%
A-3/P-3                                7.5%
below A-3/P-3 or not rated               6%
</TABLE>

* The ratings from each of Standard and Poor's and Moody's must be maintained;
if the two ratings are different, the Concentration Limit shall be determined by
reference to the lower rating.


                                      B-10

<PAGE>


                                SCHEDULE 2.04(c)
                          SPECIAL CONCENTRATION LIMITS

<TABLE>
<CAPTION>
                                 Commercial Paper/            Special
                                   Short-Term               Concentration
Obligor Name                       Debt Rating*                Limit
------------                     ------------------         ---------------
<S>                              <C>                        <C>
IBM                              A-1/P-1 or better                 30%
                                 A-2/P-2                           15%
                                 A-3/P-3                          7.5%
                                 below A-3/P-3 or not rated         6%
</TABLE>

* The ratings from each of Standard and Poor's and Moody's must be maintained;
if the two ratings are different, the Special Concentration Limit shall be
determined by reference to the lower rating.


                                      B-11

<PAGE>
                                SCHEDULE 6.01(D)


                                   LITIGATION



None.
<PAGE>
                                SCHEDULE 6.01(K)


                LIST OF OFFICES OF SELLER WHERE RECORDS ARE KEPT



SCI TECHNOLOGY LOCATIONS
------------------------

2101 West Clinton Avenue
Huntsville, Alabama 35805

8600 South Memorial Parkway
Huntsville, Alabama 35802

13000 South Memorial Parkway
Huntsville, Alabama 35803

1000 Fields Road
Lacey's Spring, Alabama 35754

* 1600 Hulaco Road
Arab, Alabama 35016

* 609 Woody Drive
Graham, North Carolina 27253

2000 Ringwood Avenue
San Jose, California 95131

500 Civic Center Drive
Augusta, Maine 04330-9417

222 Disk Drive
Rapid City, South Dakota 57701

*5525 Astrozon Boulevard
Colorado Springs, Colorado 80916

*300 Technology Dr.
Hooksett, New Hampshire 03106

702 Bandley Drive
Fountain, Colorado 80817

<PAGE>
400 Diamond Drive
Huntsville, AL 35806

300 Diamond Drive
Huntsville, AL 35806

3020 South Miami Blvd.
Research Triangle Park, NC 27703


Addresses above marked with an asterisk (*) do not currently house records.
They have been added as they historically housed records and may again in the
future.

SANMINA-SCI CORPORATION LOCATIONS

2700 N. First Street
San Jose, CA 95134
<PAGE>
                                SCHEDULE 6.01(L)
                             List of Lock-Box Banks

1.  Bank of America:  Account 81886-00260; Lockbox 98480

2.  Wells Fargo Bank:  Account 4460-136856; Lockbox 44661
<PAGE>


                               SCHEDULE 6.01(M)-1

                               FORMS OF CONTRACTS

<PAGE>
                        MANUFACTURING SERVICES AGREEMENT

THIS AGREEMENT (the "Agreement") is effective as of ____________________________
(the "Commencement Date"), by and between ____________________________ a(n)
____________________________ corporation having a principal place of business at
____________________________ ("CUSTOMER") and SANMINA-SCI CORPORATION, a
Delaware corporation having its principal place of business at 2700 North First
Street, San Jose, California 95134 ("SANMINA-SCI").

1.   TERM

     The initial term of this Agreement shall commence on the Commencement Date
and shall continue through the first anniversary of the Commencement Date
unless sooner terminated by mutual agreement or in accordance with this
Agreement. Upon the expiry of the initial term, this Agreement shall continue
from year to year until one party terminates the Agreement by giving at least
thirty (30) days' prior written notice to the other party. Notwithstanding the
foregoing, the term of this Agreement shall automatically extend to include the
term of any purchase order ("Order") issued hereunder.

2.   PRICING

     2.1  Pricing.  During the term, CUSTOMER shall have the right to purchase
from SANMINA-SCI the products specified in Exhibit A hereto, as such Exhibit may
be amended from time to time (the "Products") at the prices set forth in Exhibit
A (the "Prices"). Prices (a) are in U.S. Dollars, (b) include SANMINA-SCI
designed packaging (unless otherwise specified in the bid documents), (c)
exclude the items set forth in Section 2.2, and (d) are based on (i) the
configuration set forth in the specifications attached hereto as Exhibit C (the
"Specifications") and (ii) the projected volumes, minimum run rates and other
assumptions set forth in SANMINA-SCI's bid letter (if any) and Exhibit A. The
Prices shall remain fixed for the term of the Agreement, subject to
SANMINA-SCI's right to revise Prices (y) to account for any material variations
on the market prices of components, parts and raw material (collectively
"Components"), including any such variations resulting from shortages or (z) the
price adjustments set forth in Section 2.3.

     2.2  Exclusions from Price.  Prices do not include (a) export licensing of
the Product or payment of broker's fees, duties, tariffs or other similar
charges; (b) taxes or charges (other than those based on net income of
SANMINA-SCI) imposed by any taxing authority upon the manufacture, sale,
shipment, storage, "value add" or use of the Product which SANMINA-SCI is
obligated to pay or collect; and (c) setup, tooling, or non-recurring
engineering activities (collectively "NRE Charges"). Any charges for these items
shall be separately invoiced.

     2.3  Other Price Adjustments:

          (a)  CUSTOMER acknowledges that the Prices set forth in Exhibit A are
based on the forecasted volumes provided by CUSTOMER to SANMINA-SCI. In the
event CUSTOMER fails to purchase Product in sufficient volumes consistent with
the quoted prices, SANMINA-SCI reserves the right to billback CUSTOMER for the
difference between the prices paid and the prices associated with such lower
volumes.

          (b)  CUSTOMER acknowledges that the Prices are based on the
Specifications and the assumptions set forth in SANMINA-SCI's bid letter and in
Exhibit A. In the event SANMINA-SCI experiences an increase in cost as a result
of changes in the pricing assumptions or the Specifications, SANMINA-SCI shall
be entitled to the Price adjustment set forth in Section 6.1.

     2.4  Product Ordering.  Product ordering shall be in accordance with the
schedule or method of releases by Orders set forth in Article 4.


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                                                                          Page 1
<PAGE>
3.   PAYMENT TERMS

     Payment terms are net thirty (30) days after date of invoice. On any
invoice not paid by maturity date, CUSTOMER shall pay interest from maturity to
date of payment at the rate of 1.5% per month. Payment shall be made in U.S.
Dollars. Offsets and setoffs by either party are not allowed. In the event
CUSTOMER has any outstanding invoice for more than forty-five (45) days,
SANMINA-SCI shall have the right to stop shipments of Product to CUSTOMER until
CUSTOMER makes a sufficient payment to bring its account within the credit limit
provided.

4.   PURCHASE ORDERS/FORECAST/RESCHEDULE

     4.1  Purchase Orders.

          (a)  CUSTOMER will issue to SANMINA-SCI specific Orders for Product
covered by this Agreement. Each Order shall be in the form of a written or
electronic communication and shall contain the following information: (i) a
description of the Product by model number; (ii) the quantity of the Product;
(iii) the delivery date or shipping schedule; (iv) the location to which the
Product is to be shipped; and (v) transportation instructions. Each Order shall
provide an order number for billing purposes, and may include other instructions
and terms as may be appropriate under the circumstances.

          (b)  All Orders shall be confirmed by SANMINA-SCI within five (5)
business days of receipt. If SANMINA-SCI does not accept or reject the Order
within the five day period, the Order shall be deemed rejected by SANMINA-SCI
unless SANMINA-SCI has commenced performance, in which case the Order shall be
deemed accepted to the extent of such performance. In the event SANMINA-SCI is
unable to meet the delivery schedule set forth in a proposed Order, or finds the
schedule to be unacceptable for some other reason, the parties shall negotiate
in good faith to resolve the disputed matter(s).

     4.2  Forecast; Minimum Buys; Excess and Obsolete Inventory.

          (a)  Initial Forecast. Upon the execution of this Agreement, CUSTOMER
shall provide SANMINA-SCI with (i) an initial ninety (90) day firm Order and
(ii) a forecast for Product requirements (in monthly buckets) for an additional
nine (9) months ("Forecast"). The Order - and all subsequent Orders - shall be
binding and may be rescheduled only in accordance with Section 4.2(d) or
cancelled in accordance with Section 4.2(g). SANMINA-SCI shall make purchase
commitments (including purchase commitments for Long Lead-time Components) to
its Component suppliers ("Vendors") based upon the Order and Forecast, and
CUSTOMER shall be responsible for all such Components purchased in support of
CUSTOMER's then-current Forecast. For all other purposes, however, the Forecast
shall be non-binding.

          (b)  Subsequent Forecasts. On the first business day of each calendar
month after the initial Order and Forecast, the first Forecast month shall
automatically become part of the Order, a new Forecast month shall be added, and
a new firm Order issued, so that a rolling Order of ninety (90) days is always
maintained.

          (c)  MRP Process.

               (1)  SANMINA-SCI shall take the Order and Forecast and generate a
Master Production Schedule ("MPS") for a twelve-month period in accordance with
the process described in this Section. The MPS shall define the master plan on
which SANMINA-SCI shall base its procurement, internal capacity projections and
commitments. SANMINA-SCI shall use CUSTOMER's Order to generate the first three
(3) months of the MPS and shall use CUSTOMER's Forecast to generate the
subsequent nine (9) months of the MPS.

               (2)  SANMINA-SCI shall process the MPS through industry-standard
software (the "MRP Software") that will break down CUSTOMER's Product
requirements into Component requirements. When no Product testing (in-circuit or
functional testing) is required by CUSTOMER, SANMINA-SCI will use commercially
reasonable efforts to schedule delivery of all Components to

                                                              REV: February 2002
                                                                        - Page 2

<PAGE>
SANMINA-SCI eleven working days before the Products are scheduled to ship to
CUSTOMER; in the event Product testing is required, SANMINA-SCI will use
commercially reasonable efforts to schedule delivery of all Components to
SANMINA-SCI sixteen working days before the Products are scheduled to ship to
CUSTOMER.

               (3)  SANMINA-SCI will release (launch) purchase orders to
Vendors prior to the anticipated date that the Components are needed at
SANMINA-SCI. The date on which these orders are launched will depend on the
lead time determined between the Vendor and SANMINA-SCI and SANMINA-SCI's
manufacturing or materials planning systems.

               (4)  A list of all Components with lead times greater than
ninety days ("Long Lead-time Components") is set forth in Exhibit B to this
Agreement. SANMINA-SCI shall use reasonable efforts to update the list of Long
Lead-time Components every quarter and present an updated list of Long
Lead-time Components to CUSTOMER at the time SANMINA-SCI presents the CUSTOMER
with the E&O List described in section 4.2(e). Each revised Long Lead-time Item
list shall be deemed an amendment to Exhibit B. In the event SANMINA-SCI fails
to present an updated list of Long Lead-time Components, (i) the parties shall
continue to rely on the preceding list (as updated in writing by the parties)
and (ii) CUSTOMER will accept responsibility for Long Leadtime Components
ordered outside the leadtimes set forth in the list provided that SANMINA-SCI
can demonstrate to CUSTOMER'S reasonable satisfaction that such Components were
ordered in accordance with the then-current Vendor leadtimes.(CUSTOMER
acknowledges that leadtimes constantly change and the SANMINA-SCI might not
always be able to present CUSTOMER with a current Long Leadtime Component List).

               (5)  CUSTOMER acknowledges that SANMINA-SCI will order
Components in quantities sufficient to support up to six months of CUSTOMER'S
Forecast. In determining the quantity of Components to order, SANMINA-SCI
divides the Components into three classes, "Class A," "Class B" and "Class C."
Class A Components are comprised of the approximately three percent (3%) of
Components constituting approximately eight percent (80%) of the Product's
total Component cost. Class C Components are comprised of the approximately
eighty percent (80%) of Components constituting approximately three percent
(3%) of the Product's total Component cost. Class B Components are comprised of
the remaining seventeen percent (17%) of Components constituting approximately
seventeen percent (17%) of the Product's total Component cost. SANMINA-SCI will
place orders with its vendors for approximately two to three weeks' worth of
Class A Components, three months' worth of Class B Components and six months'
worth of Class C Components. A summary of SANMINA-SCI's purchase commitments is
set forth in the table below.

<Table>
<Caption>
Part Class   Expected Percentage   Expected Percentage    Periods Worth of
             of Total Parts        of Total Value (of     Supply to be Bought
                                   Gross Requirements)    with Each Order
<S>          <C>                   <C>                    <C>
A            3%                    80%                    2-3 Weeks
B            17%                   17%                    3 Months
C            80%                   3%                     6 Months
</Table>

               (6)  Customer acknowledges that SANMINA-SCI will be required to
order Components in accordance with the various minimum buy quantities, tape
and reel quantities, and multiples of packaging quantities required by the
Vendor. In addition, CUSTOMER acknowledges that there is a lag time between any
Customer cancellation and the cancellation of the Components required to
support production.

          (d)  Reschedule. CUSTOMER may reschedule all or part of a scheduled
delivery (per purchase order or forecast) one (1) time per quarter (for a
maximum of two quarters) for a period not to exceed forty-five (45) days in
accordance with the table below. At the end of this forty-five day period,
CUSTOMER shall either accept delivery of rescheduled finished units and/or pay
SANMINA-SCI's Delivered Component Cost (as defined in Section 4.2(e))
associated with rescheduled units not yet built.

                                                              REV: February 2002
                                                                        - Page 3

<PAGE>
As an example, assume that CUSTOMER's purchase order requested delivery of 100
units on July 31, 100 units on August 31, 100 units on September 30 and 100
units on October 31. On July 15, the CUSTOMER asks SANMINA-SCI to reschedule all
deliveries to the maximum extent permitted under this Agreement. Because the
Agreement does not permit reschedules within thirty days of the delivery date,
none of the units scheduled for delivery on July 31 would be affected.
SANMINA-SCI would, however, reschedule the delivery of fifteen units scheduled
to be delivered on August 31 to October 15 (within 60 days, CUSTOMER can
reschedule 15% of any scheduled delivery for a maximum of 45 days), reschedule
the delivery of thirty units scheduled to be delivered on September 30 to
November 15 (within 90 days, CUSTOMER can reschedule 30% of any scheduled
delivery for a maximum of 45 days), and reschedule the delivery of 100 units
scheduled to be delivered on October 31 to December 15 (after 90 days, CUSTOMER
can reschedule 100% of any scheduled delivery for a maximum of 45 days.

<Table>
<Caption>
DAYS BEFORE P.O. DELIVERY DATE          PERCENTAGE RESCHEDULE ALLOWANCE
-----------------------------------------------------------------------
<S>                                     <C>
0-30                                     No Charge
31-60                                    15%
61-90                                    30%
> 90                                     100%
</Table>

     SANMINA-SCI shall use reasonable commercial efforts to accommodate any
upside schedule changes beyond the firm order periods.

          (e)  Excess and Obsolete Inventory. Within a reasonable time after the
end of each calendar quarter, SANMINA-SCI shall advise CUSTOMER in writing of
any excess or obsolete Components in its inventory and the Delivered Cost of
such Components (the "E&O List"). For the purpose of this Agreement, "Delivered
Cost" shall mean SANMINA-SCI's quoted cost of Components as stated on the bill
of materials plus a materials margin equal to fifteen percent (15%). Within five
(5) business days of receiving SANMINA-SCI's E&O List, CUSTOMER shall advise
SANMINA-SCI of any Component on the E&O List that it believes is not excess or
obsolete. Within ten business days after receiving SANMINA-SCI's E&O List,
SANMINA-SCI and CUSTOMER shall finalize the E&O List, and CUSTOMER shall issue
to SANMINA-SCI an Order for all Components on the E&O List. CUSTOMER shall pay
SANMINA-SCI its Delivered Cost for Components on the E&O List within fifteen
(15) days of the date of invoice. In the event the parties cannot agree as to
the Components on the E&O List, CUSTOMER shall pay SANMINA-SCI for all
non-disputed Components in accordance with this Section, and shall pay
SANMINA-SCI for all other Components on SANMINA-SCI's E&O List (in the event
they remain excess or obsolete) forty-five days thereafter. For the purpose of
this Section, the phrase "obsolete Component" shall mean any Component which is
not currently used to manufacture CUSTOMER's Product (whether as a result of an
ECO or otherwise), and the term "excess Component" shall mean any Component
which is not required to meet CUSTOMER's Order or CUSTOMER's Forecast to which
such Component was initially ordered. CUSTOMER shall not have the right to delay
payment for excess Components by increasing or pushing out its Forecast.

          (f)  Customer Component Liability. CUSTOMER acknowledges that it shall
be financially liable for all Components ordered in accordance with this
Article. Specifically, CUSTOMER's Component Liability shall be equal to
SANMINA-SCI's Delivered Cost of all Components ordered in support of any Order
or Forecast, including any excess Components resulting from any minimum buy
quantities, tape and reel quantities, and multiples of packaging quantities
required by the Vendor less the actual cost (per the bill of materials) of those
Components which are returnable to Vendor (less any cancellation or restocking
charges). At CUSTOMER'S request, SANMINA-SCI shall use commercially reasonable
efforts to minimize CUSTOMER'S Component Liability by attempting to return
Components to the Vendor; provided, however, that SANMINA-SCI shall not be
obligated to attempt to return to Vendor Components which are, in the aggregate,
worth less than $1,000.


                                                              REV: February 2000
                                                                        - Page 4

<PAGE>
5.   DELIVERY AND ACCEPTANCE

     5.1  Delivery.  All product shipments shall be F.O.B. SANMINA-SCI's
facility of manufacture and freight collect, and shall be to destinations in the
country of manufacture. Title to and risk of loss or damage to the Product shall
pass to CUSTOMER upon SANMINA-SCI's tender of the Product to CUSTOMER's carrier.
SANMINA-SCI shall mark, pack, package, crate, transport, ship and store Product
to ensure (a) delivery of the Product to its ultimate destination in safe
condition, (b) compliance with all requirements of the carrier and destination
authorities, and (c) compliance with any special instructions of CUSTOMER.
SANMINA-SCI shall use reasonable efforts to deliver the Products on the
agreed-upon delivery dates and shall use reasonable efforts to notify CUSTOMER
of any anticipated delays; provided, however that SANMINA-SCI shall not be
liable for any failure to meet CUSTOMER delivery dates and/or any failure to
give notice of anticipated delays.

     5.2  Acceptance.  Acceptance of the Product shall occur no later than
fifteen (15) days after shipment of Product and shall be based solely on whether
the Product passes a mutually agreeable Acceptance Test Procedure or inspection
designed to demonstrate compliance with the Specifications. Product cannot be
rejected based on criteria that were unknown to SANMINA-SCI or based on test
procedures that SANMINA-SCI does not conduct. Product shall be deemed accepted
if not rejected within this fifteen-day period. Once a Product is accepted, all
Product returns shall be handled in accordance with Article 7 (Warranty). Prior
to returning any rejected Product, CUSTOMER shall obtain an Authorized Return
Material ("ARM") number from SANMINA-SCI, and shall return such Product in
accordance with SANMINA-SCI's instructions; CUSTOMER shall specify the reason
for such rejection in all ARM's. In the event a Product is rejected, SANMINA-SCI
shall have a reasonable opportunity to cure any defect which led to such
rejection.

6.   CHANGES

     6.1  General.  CUSTOMER may upon sufficient notice make changes within the
general scope of this Agreement. Such changes may include, but are not limited
to changes in (1) drawings, plans, designs, procedures, Specifications, test
specifications or BOM, (2) methods of packaging and shipment, (3) quantities of
Product to be furnished, (4) delivery schedule, or (5) CUSTOMER-Furnished Items.
All changes other than changes in quantity of Products to be furnished shall be
requested pursuant to an Engineering Change Notice ("ECN") and, if accepted by
CUSTOMER, finalized in an Engineering Change Order ("ECO"). If any such change
causes either an increase or decrease in SANMINA-SCI's cost or the time required
for performance of any part of the work under this Agreement (whether changed or
not changed by any ECO) the Prices and/or delivery schedules shall be adjusted
in a manner which would adequately compensate the parties for such change.

     6.2  ECN's.  SANMINA-SCI will respond to one ECN request per month without
a non-recurring administrative fee; responses to additional ECN's will incur an
administrative fee of $1,000.00 each. Within five (5) business days after an ECN
is received, SANMINA-SCI shall advise CUSTOMER in writing (a) of any change in
Prices or delivery schedules resulting from the ECN and (b) the Delivered Cost
of any Finished Product, Work-In-Process or Component rendered excess or
obsolete as a result of the ECN (collectively the "ECN Charge"). Unless
otherwise stated, ECN Charges are valid from thirty (30) days from the date of
the ECN Charge.

     6.3  ECO's.  In the event CUSTOMER desires to proceed with the change after
receiving the ECN Charge pursuant to Section 6.2, CUSTOMER shall advise
SANMINA-SCI in writing and shall immediately pay the portion of the ECN Charge
set forth in Section 6.2(b). In the event CUSTOMER does not desire to proceed
with the Change after receiving the ECN change, it shall so notify SANMINA-SCI.
In the event SANMINA-SCI does not receive written confirmation of CUSTOMER's
desire to proceed with the change within thirty days after SANMINA-SCI provides
CUSTOMER with the ECN Charge, the ECN shall be deemed cancelled.

7.   WARRANTY

     7.1  SANMINA-SCI Warranty.  SANMINA-SCI's warranty period is for one year
from date of manufacture and is limited to correction of defects in SANMINA-SCI
workmanship. For the purpose of

                                                              REV: February 2002
                                                                        - Page 5
<PAGE>
this Section, "workmanship" shall mean manufacture in accordance with the most
current version of IPC-A-600 or IPC-A-610, or the CUSTOMER's workmanship
standards set forth in the Specifications. SANMINA-SCI shall, at its option and
at its expense, repair, replace or issue a credit for Product found defective
during the warranty period. In addition, SANMINA-SCI will pass on to CUSTOMER
all manufacturer's Component warranties to the extent that they are
transferable, but will not independently warrant any Components.

     7.2  ARM Procedure. SANMINA-SCI shall concur in advance on all Product to
be returned for repair or rework. CUSTOMER shall obtain an Authorized Returned
Material (ARM) number from SANMINA-SCI prior to return shipment. All returns
shall state the specific reason for such return, and will be processed in
accordance with SANMINA-SCI's Authorized Returned Material Procedure, a copy of
which is available from SANMINA-SCI upon request SANMINA-SCI shall pay all
transportation costs for valid returns of the Products to SANMINA-SCI and for
the shipment of the repaired or replacement Products to CUSTOMER, and shall bear
all risk of loss or damage to such Products while in transit; CUSTOMER shall pay
these charges, plus a handling charge, for invalid or "no defect found" returns.
Any repaired or replaced Product shall be warranted as set forth in this Article
for a period equal to the greater of (i) the balance of the applicable warranty
period relating to such Product or (ii) sixty (60) days after it is received by
CUSTOMER.

     7.3  Exclusions From Warranty. This warranty does not include Products that
have defects or failures resulting from (a) CUSTOMER's design of Products
including, but not limited to, design functionality failures, specification
inadequacies, failures relating to the functioning of Products in the manner for
the intended purpose or in the specific CUSTOMER's environment; (b) accident,
disaster, neglect, abuse, misuse, improper handling, testing, storage or
installation including improper handling in accordance with static sensitive
electronic device handling requirements; (c) alterations, modifications or
repairs by CUSTOMER or third parties or (d) defective CUSTOMER-provided test
equipment or test software. CUSTOMER bears all design responsibility for the
Product.

     7.4  Remedy. THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR,
REPLACEMENT OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS IN
LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.   CUSTOMER FURNISHED EQUIPMENT AND COMPONENTS

     8.1  Customer-Furnished Items. CUSTOMER shall provide SANMINA-SCI with the
equipment, tooling, Components or documentation set forth in EXHIBIT D
(collectively the "Customer-Furnished Items"). The Customer-Furnished Items
shall be fit for their intended purposes and shall be delivered to SANMINA-SCI
in a timely manner. Documentation (including BOM's, drawings and artwork) shall
be current and complete. CUSTOMER shall be responsible for schedule delay,
reasonable inventory carrying charges and allocated equipment down time charges
associated with the incompleteness, late delivery or non-delivery of the
Customer-Furnished Items.

     8.2  Care of Customer-Furnished Items. All Customer-Furnished Items shall
remain the property of CUSTOMER. SANMINA-SCI shall clearly identify all
Customer-Furnished Items by an appropriate tag and shall utilize such
Customer-Furnished Items solely in connection with the manufacture of CUSTOMER's
Product. SANMINA-SCI shall not make or allow modifications to be made to the
Customer-Furnished Items without CUSTOMER's prior written consent. SANMINA-SCI
shall be responsible for reasonable diligence and care in the use and protection
of any Customer-Furnished Items and routine maintenance and repairs of any
Customer-Furnished Equipment, but shall not be responsible for major repairs or
replacements (including service warranties and calibration to the equipment) or
repair or replacement of failed Customer-Furnished Item unless such failure was
caused by SANMINA-SCI's negligence or willful misconduct. All Customer-Furnished
Items shall be returned to CUSTOMER at CUSTOMER's expense upon request and
SANMINA-SCI's production and warranty obligations which require the utilization
of the returned Customer-Furnished Items will cease upon SANMINA-SCI's
fulfillment of the Customer's request.

                                                              REV: February 2002
                                                                        - Page 6
<PAGE>
     8.3  Customer-Furnished Components.  Customer-furnished Components shall be
handled in accordance with SANMINA-SCI's procedures regarding Customer-Furnished
Material, incorporated by reference herein, copies of which are available upon
request.

9.  INDEMNIFICATION AND LIMITATION OF LIABILITY

     9.1  SANMINA-SCI's Indemnification. SANMINA-SCI shall indemnify, defend,
and hold CUSTOMER and CUSTOMER's affiliates, shareholders, directors, officers,
employees, contractors, agents and other representatives (the "Customer-
Indemnified Parties") harmless from all demands, claims, actions, causes of
action, proceedings, suits, assessments, losses, damages, liabilities,
settlements, judgments, fines, penalties, interest, costs and expenses
(including fees and disbursements of counsel) of every kind (each a "Claim,"
and, collectively "Claims") (i) based upon personal injury or death or injury
to property to the extent any of the foregoing is proximately caused either by
the negligent  or willful acts or omissions of SANMINA-SCI or its officers,
employees, subcontractors or agents and/or (ii) arising from or relating to any
actual or alleged infringement or misappropriation of any patent, trademark,
mask work, copyright, trade secret or any actual or alleged violation of any
other intellectual property rights arising from or in connection with
SANMINA-SCI's manufacturing processes.

     9.2  CUSTOMER's Indemnification.  CUSTOMER shall indemnify, defend, and
hold SANMINA-SCI and SANMINA-SCI's affiliates, shareholders, directors,
officers, employees, contractors, agents and other representatives (the
"SANMINA-SCI-Indemnified Parties") harmless from all Claims (i) based upon
personal injury or death or injury to property to the extent any of the
foregoing is proximately caused either by a defective Product, by the negligent
or willful acts or omissions of CUSTOMER or its officers, employees,
subcontractors or agents and/or (ii) arising from or relating to any actual or
alleged infringement or misappropriation of any patent, trademark, mask work,
copyright, trade secret or any actual or alleged violation of any other
intellectual property rights arising from or in connection with the Products,
except to the extent that such infringement exists as a result of use by
CUSTOMER of SANMINA-SCI's manufacturing processes.

     9.3  Procedure. A party entitled to indemnification pursuant to this
Article (the "Indemnitee") shall promptly notify the other party (the
"Indemnitor") in writing of any Claims covered by this indemnity. Promptly after
receipt of such notice, the Indemnitor shall assume the defense of such Claim
with counsel reasonably satisfactory to the Indemnitee. If the Indemnitor fails,
within a reasonable time after receipt of such notice, to assume the defense
with counsel reasonably satisfactory to the Indemnitee or, if in the reasonable
judgment of the Indemnitee, a direct or indirect conflict of interest exists
between the parties with respect to the Claim, the Indemnitee shall have the
right to undertake the defense, compromise and settlement of such Claim for the
account and at the expense of the Indemnitor. Notwithstanding the foregoing, if
the Indemnitee in its sole judgment so elects, the Indemnitee may also
participate in the defense of such action by employing counsel at its expense,
without waiving the Indemnitor's obligation to indemnify and defend. The
Indemnitor shall not compromise any Claim or consent to the entry of any
judgment without an unconditional release of all liability of the Indemnitee to
each claimant or plaintiff.

     9.4  Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL
DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS,
EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
provided, however, that this Section shall not prevent a party from incurring
the liabilities set forth in Section 9 (Indemnification) or 10 (Termination). IN
NO EVENT SHALL SANMINA-SCI'S LIABILITY UNDER THIS AGREEMENT (WHETHER ASSERTED AS
A TORT CLAIM OR CONTRACT CLAIM) EXCEED THE AMOUNTS PAID TO SANMINA-SCI
HEREUNDER. IN NO EVENT WILL SANMINA-SCI BE LIABLE FOR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS BY CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10.  TERMINATION

     10.1  Termination for Cause.  Either party may terminate this Agreement or
an Order hereunder for default if the other party materially breaches this
Agreement; provided, however, no right of


                                                              REV: February 2002
                                                                        - Page 7
<PAGE>
default shall accrue until thirty (30) days after the defaulting party is
notified in writing of the material breach and has failed to cure or give
adequate assurances of performance within the thirty (30) day period after
notice of material breach. Notwithstanding the foregoing, there shall be no
cure period for payment-related defaults.

     10.2 Termination for Convenience. CUSTOMER may terminate this Agreement
hereunder for any reason upon thirty (30) days' prior written notice. In
addition, CUSTOMER may terminate an Order hereunder for any reason upon ninety
days' (before scheduled shipment) prior written notice. SANMINA-SCI may
terminate this Agreement for any reason upon ninety (90) days' notice.

     10.3 Termination by Operation of Law. This Agreement shall immediately
terminate should either party (a) become insolvent; (b) enter into or file a
petition, arraignment or proceeding seeking on order for relief under the
bankruptcy laws of its respective jurisdiction; (c) enter into a receivership
of any of its assets or (d) enter into a dissolution or liquidation of its
assets or an assignment for the benefit of its creditors.

     10.4 Consequences of Termination.

          a.   Termination for Reasons other than SANMINA-SCI's Breach. In the
event this Agreement or an Order hereunder is terminated for any reason other
than a breach by SANMINA-SCI (including but not limited to a force majeure or
termination for convenience), CUSTOMER shall pay SANMINA-SCI, termination
charges equal to (1) the contract price for all finished Product existing at
the time of termination; (2) SANMINA-SCI's cost (including labor, Components
and a fifteen percent mark-up on Components and labor) for all work in process;
and (3) CUSTOMER'S Component Liability pursuant to Section 4.2(f).

          b.   Termination Resulting From SANMINA-SCI's Breach. In the event
CUSTOMER terminates this Agreement or any Order hereunder as a result of a
breach by SANMINA-SCI, CUSTOMER shall pay SANMINA-SCI, termination charges
equal to (1) the contract price for all finished Product existing at the time
of termination; (2) SANMINA-SCI's cost (including labor, Components) for all
work in process; and (3) CUSTOMER'S Component Liability pursuant to Section
4.2(f); provided, however, that for the purposes of this subsection only,
CUSTOMER's Component Liability shall be calculated using "actual cost" rather
than "Delivered Cost."

11.  QUALITY

     11.1 Specifications. Product shall be manufactured by SANMINA-SCI in
accordance with the Specifications set forth in Exhibit C, as modified via
written ECO's in accordance with this Agreement. Neither party shall make any
change to the Specifications, to any Components described therein, or to the
Products (including, without limitation, changes in form, fit, function,
design, appearance or place of manufacture of the Products or changes which
would affect the reliability of any of the Products) unless such change is made
in accordance with Section 6.1 and SANMINA-SCI's ECO procedure. Notwithstanding
the foregoing, SANMINA-SCI shall be permitted to make changes in its
manufacturing process at any time, so long as such changes do not affect the
form, fit or function of the Products.

     11.2 Content of Specifications. The Specifications shall include, but
shall not be limited to (i) detailed electrical, mechanical, performance and
appearance specifications for each model of Product, (ii) the BOM; (iii)
tooling specifications, along with a detailed description of the operation
thereof, (iv) art work drawings, (v) Component specifications, (vi) supplier
cross references.

     11.3 Quality of Components. SANMINA-SCI shall use in its production of
Products such Components of a type, quality, and grade specified by CUSTOMER to
the extent CUSTOMER chooses to so specify, and shall purchase Components only
from Vendors appearing on CUSTOMER's approved vendor list ("AVL"); provided,
however, that in the event SANMINA-SCI cannot purchase a Component from a
Vendor on CUSTOMER'S AVL for any reason, SANMINA-SCI shall be able to purchase
such Component from an alternate Vendor, subject to CUSTOMERS's prior written
approval, which approval shall not be unreasonably withheld or delayed.


                                                              REV: February 2002
                                                                         -Page 8
<PAGE>
     11.4  Quality Specifications.  SANMINA-SCI shall comply with the quality
specifications set forth in its Quality Manual, incorporated by reference
herein, a copy of which is available from SANMINA-SCI upon request.

     11.5  Inspection of Facility.  Upon reasonable advance written notice,
CUSTOMER may inspect the Products and Components held by SANMINA-SCI for
CUSTOMER at SANMINA-SCI's facilities during SANMINA-SCI's regular business
hours, provided that such inspection does not unduly affect SANMINA-SCI's
operations. CUSTOMER and its representatives shall observe all security and
handling measures of SANMINA-SCI while on SANMINA-SCI's premises. CUSTOMER and
its representatives acknowledge that their presence on SANMINA-SCI's property is
at their sole risk.

12.  FORCE MAJEURE

     12.1  Force Majeure Event.  For purposes of this Agreement, a "Force
Majeure Event" shall mean (i) the occurrence of unforeseen circumstances beyond
a party's control and without such party's negligence or intentional misconduct,
including, but not limited to, any act by any governmental authority, act of
war, natural disaster, strike, boycott, embargo, shortage, riot, lockout, labor
dispute, civil commotion and (ii) the failure of a Vendor to timely deliver a
Component to SANMINA-SCI.

     12.2  Notice of Force Majeure Event.  Neither party shall be responsible
for any failure to perform due to a Force Majeure Event provided that such party
gives notice to the other party of the Force Majeure Event as soon as reasonably
practicable, but not later than five (5) days after the date on which such Party
knew or should reasonably have known of the commencement of the Force Majeure
Event, specifying the nature and particulars thereof and the expected duration
thereof; provided, however, that the failure of a party to give notice of a
Force Majeure Event shall not prevent such party from relying on this Section
except to the extent that the other party has been prejudiced thereby.

     12.3  Termination of Force Majeure Event.  The party claiming a Force
Majeure Event shall use reasonable efforts to mitigate the effect of any such
Force Majeure Event and to cooperate to develop and implement a plan of remedial
and reasonable alternative measure to remove the Force Majeure Event; provided,
however, that neither party shall be required under this provision to settle any
strike or other labor dispute on terms it considers to be unfavorable to it.
Upon the cessation of the Force Majeure Event, the party affected thereby shall
immediately notify the other party of such fact, and use its best efforts to
resume normal performance of its obligations under the Agreement as soon as
possible.

     12.4  Limitations.  Notwithstanding that a Force Majeure Event otherwise
exists, the provisions of this Article shall not excuse (i) any obligation of
either party, including the obligation to pay money in a timely manner for
Product actually delivered other liabilities actually incurred, that arose
before the occurrence of the Force Majeure Event causing the suspension of
performance; or (ii) any late delivery of Product, equipment, materials,
supplies, tools, or other items caused solely by negligent acts or omissions on
the part of such party.

     12.5  Termination for Convenience.  In the event a party fails to perform
any of its obligations for reasons defined above for a cumulative period of
ninety (90) days or more from the date of such party's notification to the other
party then the other party at its option may extend the corresponding delivery
period for the length of the delay, or terminate this Agreement for Convenience
in accordance with Paragraph 10.2.

13.  CONFIDENTIALITY AND NON-SOLICITATION OF EMPLOYEES

     13.1  Definitions.  For the purpose of this Agreement,

     (a)   "Confidential Information" means information (in any form or media)
regarding a party's customers, prospective customers (including lists of
customers and prospective customers), methods of operation, engineering methods
and processes (include any information which may be obtained by a party by
reverse engineering, decompiling or examining any software or hardware provided
by the other party under this Agreement), programs and databases, patents and
designs, billing rates, billing procedures, vendors and suppliers, business
methods, finances, management, or any other business information


                                                              REV: February 2002
                                                                        - Page 9


<PAGE>
relating to such party (whether constituting a trade secret or proprietary or
otherwise) which has value to such party and is treated by such party as being
confidential; provided, however, that Confidential Information does not include
information that (i) is known to the other party prior to receipt from the
disclosing party hereunder, which knowledge shall be evidenced by written
records, (ii) is independently developed as evidenced by written records, (iii)
is or becomes in the public domain through no breach of this Agreement, or (iv)
is received from a third party without breach of any obligation of
confidentiality; and provided further, that Confidential Information does not
include any information provided by CUSTOMER to SANMINA-SCI regarding the
manufacturing process.

     (b) "Person" shall mean and include any individual, partnership,
association, corporation, trust, unincorporated organization, limited liability
company or any other business entity or enterprise.

     (c) "Representative" shall mean a party's employees, agents, or
representatives, including, without limitation, financial advisors, lawyers,
accountants, experts, and consultants.

     13.2 Nondisclosure Covenants.

          (a) In connection with this Agreement, each party (the "Disclosing
Party") may furnish to the other party (the "Receiving Party") or its
Representatives certain Confidential Information. For a period of three (3)
years from the date of this Agreement, the Receiving Party (a) shall maintain as
confidential all Confidential Information heretofore or hereafter disclosed to
it by the Disclosing Party, (b) shall not, directly or indirectly, disclose any
such Confidential Information to any Person other than those Representatives of
the Receiving Party whose duties justify the need to know such Confidential
Information and then only after each Representative has agreed to be bound by
this Confidentiality Agreement and clearly understands his or her obligation to
protect the confidentiality of such Confidential Information and to restrict the
use of such Confidential Information and (c) shall treat such Confidential
Information with the same degree of care as it treats its own Confidential
Information (but in no case with less than a reasonable degree of care).

          (b) The disclosure of any Confidential Information is solely for the
purpose of enabling each party to perform under this Agreement, and the
Receiving Party shall not use any Confidential Information disclosed by the
Disclosing Party for any other purpose.

          (c) Except as otherwise set forth in this Agreement, all Confidential
Information supplied by the Disclosing Party shall remain the property of the
Disclosing Party, and will be promptly returned by the Receiving Party upon
receipt of written request therefor.

          (d) If the Receiving Party or its Representative is requested or
become legally compelled to disclose any of the Confidential Information, it
will provide the Disclosing Party with prompt written notice. If a protective
order or other remedy is not obtained, then only that part of the Confidential
Information that is legally required to be furnished will be furnished, and
reasonable efforts will be made to obtain reliable assurances of
confidentiality.

     13.3 Non-Solicitation of Employees. During the term of this Agreement and
for a period of two (2) years thereafter, neither party shall directly or
indirectly solicit, recruit or hire (or attempt to solicit, recruit or hire) any
of the other party's employees; provided, however, that this shall not prohibit
a party from (a) advertising for open positions provided that such
advertisements are not targeted solely at the employees of the other party; (b)
or employing any individual who initiates contact with such party on his or her
own initiative, whether in response to an advertisement or otherwise.

     13.4 Injunctive Relief Authorized. Any material breach of this Section by a
party or its Representatives may cause irreparable injury and the non-breaching
party may be entitled to equitable relief, including injunctive relief and
specific performance, in the event of a breach. The above will not be construed
to limit the remedies available to a party. In addition, the prevailing party
will be entitled to be reimbursed for all of its reasonable attorney's fees and
expenses at all levels of proceedings and for investigations, from the
non-prevailing party.



                                                              REV: February 2002
                                                                        -Page 10


<PAGE>
14.  INSURANCE

     SANMINA-SCI agrees to maintain during the term of this Agreement (a)
workers' compensation insurance as prescribed by the law of the state in which
SANMINA-SCI's services are performed; (b) employer's liability insurance with
limits of at least $500,000 per occurrence; (c) comprehensive automobile
liability insurance if the use of motor vehicles is required, with limits of at
least $1,000,000 for bodily injury and property damage for each occurrence; (d)
comprehensive general liability insurance, including blanket contractual
liability and broad form property damage, with limits of at least $1,000,000
combined single limit for personal injury and property damage for each
occurrence; and (e) comprehensive general liability insurance endorsed to
include products liability and completed operations coverage in the amount of
$1,000,000 for each occurrence. SANMINA-SCI shall furnish to CUSTOMER
certificates or evidence of the foregoing insurance indicating the amount and
nature of such coverage and the expiration date of each policy. Each party
agrees that it, its insurer(s) and anyone claiming by, through, under or in its
behalf shall have no claim, right of action or right of subrogation against the
other party and the other party's affiliates, directors, officers, employees and
customers based on any loss or liability insured against under the insurance
required by this Agreement.

15.  MISCELLANEOUS

     15.1      Integration Clause. This Agreement (including the Exhibits and
Schedules to this Agreement) constitutes the entire agreement of the parties,
superseding all previous Agreements covering the subject matter. This Agreement
shall not be changed or modified except by written Agreement, specifically
amending, modifying and changing this Agreement, signed by SANMINA-SCI and an
authorized representative of the CUSTOMER.

     15.2      Order of Precedence. All quotations, Orders, acknowledgements
and invoices issued pursuant to this Agreement are issued for convenience of
the Parties only and shall be subject to the provisions of this Agreement and
the Exhibits hereto. When interpreting this Agreement, precedence shall be
given to the respective parts in the following descending order: (a) this
Agreement; (b) Schedules and Exhibits to this Agreement; and (c) if Orders are
used to release product, those portions of the Order that are not pre-printed
and which are accepted by SANMINA-SCI. The Parties acknowledge that (y) the
preprinted provisions on the reverse side of any such quotation, Order,
acknowledgment or invoice and (z) all terms other than the specific terms set
forth in Section 4(a)(i)-(iv) shall be deemed deleted and of no effect
whatsoever. No modification to this Agreement, the Exhibits or any Order shall
be valid without the prior written consent of the Purchase Agreement
Coordinators of SANMINA-SCI and CUSTOMER.

     15.3      Assignment. Neither this Agreement nor any rights or obligations
hereunder shall be transferred or assigned by either party without the
written consent of the other party, which consent shall not be unreasonably
withheld or delayed. This Agreement may be assigned by either party to any
corporation controlling, controlled by or under common control with its parent
corporation or to any successor to substantially all the business of the party.

     15.4      Notices. Wherever one party is required or permitted or required
to give written notice to the other under this Agreement, such notice will be
given by hand, by certified U.S. mail, return receipt requested, by overnight
courier, or by fax and addressed as follows:

     If to Buyer:                       with a copy to:


     If to Seller:                      with a copy to:


     SANMINA-SCI Corporation            SANMINA-SCI Corporation
     2700 N. First Street               2101 West Clinton Avenue
     San Jose, California 95134         Huntsville, Alabama 35805
     Att'n: President                   Att'n: Mgr. Of Contract Management
     Phone: (408) 964-3600              Phone: (256) 882-4679
     Fax: (408) 964-3636                Fax: (256) 882-4804



                                                              REV: February 2002
                                                                       - Page 11



<PAGE>
All such notices shall be effective upon receipt. Either party may designate a
different notice address from time to time upon giving ten (10) days' prior
written notice thereof to the other party.

     15.5 Disputes/Choice of Law. The parties shall attempt to resolve any
disputes between them arising out of this Agreement through good faith
negotiations. In the event the parties cannot resolve a dispute, the parties
acknowledge and agree that the state courts of Santa Clara County, California
and the federal courts located in the Northern District of the State of
California shall have exclusive jurisdiction and venue to adjudicate any and all
disputes arising out of or in connection with this Agreement. The parties
consent to the exercise by such courts of personal jurisdiction over them and
each party waives any objection it might otherwise have to venue, personal
jurisdiction, inconvenience of forum, and any similar or related doctrine. This
Agreement shall be construed in accordance with the substantive laws of the
State of California (excluding its conflicts of laws principles).

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective as of the date on page one, by their officers, duly authorized.

SANMINA-SCI CORPORATION                           CUSTOMER


By:                                               By:
   -------------------------                         --------------------------
          Signature                                         Signature


----------------------------                         --------------------------
          Typed Name                                        Typed Name


----------------------------                         --------------------------
          Title                                               Title


----------------------------                         --------------------------
          Date                                                Date

<PAGE>
INDEX

1.   TERM
2.   PRICING
3.   PAYMENT TERMS
4.   PURCHASE ORDERS/FORECAST/RESCHEDULE
5.   DELIVERY AND ACCEPTANCE
6.   CHANGES
7.   WARRANTY
8.   CUSTOMER FURNISHED EQUIPMENT AND COMPONENTS
9.   INDEMNIFICATION AND LIMITATION OF LIABILITY
10.  TERMINATION
11.  QUALITY
12.  FORCE MAJEURE
13.  CONFIDENTIALITY AND NON-SOLICITATION OF EMPLOYEES
14.  INSURANCE
15.  MISCELLANEOUS

EXHIBITS

A.   PRICES
B.   LONG LEAD-TIME COMPONENTS
C.   SPECIFICATIONS
D.   CUSTOMER FURNISHED EQUIPMENT, COMPONENTS AND DOCUMENTATION

<PAGE>

EXHIBIT A
PRICING

<Table>
<Caption>
Product                  Quantity            Price
<S>                     <C>                 <C>












</Table>

Minimum Order Quantity/Month or Run Rate:

Non-Recurring Charges:
<PAGE>
Exhibit B
Long Lead Time Components
<PAGE>

EXHIBIT C

SPECIFICATIONS


Baseline Bill of Material

Specific Quality Standards

Statement of Work

Acceptance/Inspection Criteria

Assembly and Test Documents

Packaging Specification

Workmanship Standards

Description of In Circuit or Functional Test

Drawings / Artwork / Schematics

Label Placement Images

Gerber Files

Environmental Stress Screening Requirements

Parts/Component Specifications

Approved or Qualified Vendor List

Drill Tapes

Electrostatic Discharge Requirements

Other



ATTACHMENT # ___                   PRODUCT: ____________________
<PAGE>
EXHIBIT D

CUSTOMER FURNISHED EQUIPMENT/CONSIGNED COMPONENTS



















                                                          February 2002 Revision
                                                                       - Page 17
<PAGE>
                               SCHEDULE 601(M)-1

                               FORMS OF CONTRACTS

                      MANUFACTURING AND PURCHASE AGREEMENT
                                    between
                              SCI Technology, Inc.
                     doing business as SCI Systems ("SCI")
                                      and

                       a ____________________ corporation
                             ("Customer")

SCI agrees to manufacture the products described on attached Schedule 1
("Products") and sell the finished Products to Customer. Customer agrees to
purchase the finished Products from SCI. The manufacture, sale and purchase of
the finished Products will be governed by the terms and conditions of this
Agreement.

This Agreement consists of the attached General Terms and Conditions and the
following Schedules (as applicable):

     -- Schedule 1 - Product Specifications
     -- Schedule 2 - Product Pricing
     -- Schedule 3 - Non-Disclosure Agreement
     -- Schedule _ - ________________________
     -- Schedule _ - ________________________

Effective Date: __________ 199_

SCI SYSTEMS:            CUSTOMER:

By: ___________________
     By: _________________
Signature               Signature
___________________
     ______________________
Typed or Printed Name   Typed or Printed Name
___________________
     ______________________
Title                   Title

Address:                    Address:
_______________________  ________________________
_______________________  ________________________
Attn: _________________  Attn: __________________

Tel: __________________  Tel: ___________________
FAX: __________________  FAX: ___________________



6.7.9
<PAGE>
                      MANUFACTURING AND PURCHASE AGREEMENT

                               TABLE OF CONTENTS

<Table>
<Caption>
NUMBER    SUBJECT                                                PAGE
------    -------                                                ----
<S>       <C>                                                    <C>
          Signature Page                                           1
1.        Purchase Price                                           3
2.        Purchase Orders                                          3
3.        Payment Terms                                            4
4.        Warranties, Remedies and Limitation of Liability         4
5.        Inspection                                               5
6.        Rescheduling and Cancellation                            5
7.        Non-recurring Engineering Charges                        6
8.        Changes To The Products                                  6
9.        Inventory Indemnification                                6
10.       Term and Termination                                     7
11.       General                                                  8
</Table>





                                  SCI SYSTEMS
                          GENERAL TERMS AND CONDITIONS

1.0  PRODUCT PURCHASE PRICES.


6.7.9
<PAGE>
1.1  Purchase prices ("Purchase Prices") for the Products are set forth on
Schedule 2 and are effective for the period's and on the terms stated. Purchase
Prices are FOB SCI's Plant of manufacture and are net of all taxes, duties, and
all other charges.

1.2  Purchase Prices will be reviewed by Customer and SCI at intervals as
mutually agreed, and will be increased or decreased as appropriate. SCI will
notify Customer of any industry-wide or sole source shortages of components
affecting price or delivery schedules. In such event, SCI and Customer will
mutually agree on equitable adjustments to the Purchase Prices and delivery
schedules.

1.3  If the Purchase Prices are based upon minimum quantities of Product
purchases by Customer, and through no fault of SCI, Customer purchases
significantly less than the minimum quantities, the Purchase Prices will be
equitably increased by an amount equal to SCI's verified additional costs to
manufacture the lesser number of Products actually purchased by Customer.

2.0  CUSTOMER PURCHASE ORDERS.

2.1  Products will be manufactured and shipped according to a mutually agreed
schedule. Once agreed to, manufacture and shipment of Products will be in
accordance with Customer Purchase Orders ("Purchase Order(s)"). Purchase Orders
may be issued in hard copy or electronically ("EDI") and will be issued at
intervals as mutually agreed. Issued Purchase Orders are firm and will cover a
minimum of ninety (90) days or some other mutually agreed to period. Purchase
Orders will state the number of Products to be manufactured and shipped during
the period covered by the Purchase Order, and other terms as mutually agreed.

2.2  Customer forecasts of Product purchases beyond ninety (90) days (or some
other mutually agreed period) are for planning purposes only, are not firm, and
will be issued at intervals as mutually agreed.

2.3  SCI will purchase material to manufacture Products according to the
quantity and delivery schedules set forth in Purchase Orders in effect from
time to time during the term of this Agreement. SCI will purchase material for
the Products according to Customer's Approved Vendor List ("AVL"). With
Customer's prior written consent, SCI may purchase material in excess of
Purchase Order requirements, such as long lead time components or components
which can be purchased in volume at a lower price.

3.0  PAYMENT TERMS.


6.7.9
<PAGE>
3.1  Payment terms are net thirty (30) days from invoice date in United States
dollars. The invoice date shall be no earlier than the ship date. Payments are
not subject to off-set or setoff. At its option, SCI may impose a late payment
fee or interest charge on all amounts past due by more than five (5) days up to
the maximum charge or rate allowed by law. Acceptance of a partial payment
will not be a waiver of the right to be paid the remainder due.

4.0  WARRANTIES, REMEDIES, LIMITATION OF LIABILITY.

4.1       SCI warrants to Customer that each Product shall be free from defects
in workmanship and materials for ninety (90) days from the Product ship date
(the "Product Warranty").

4.1.1     The materials portion of the Product Warranty shall not apply to (i)
Customer consigned or supplied materials, (ii) Product that is abused, damaged,
altered or misused other than by SCI, or (iii) Product damaged by external
causes not directly contributed to by SCI.

4.1.2     Products shall be considered free from defects in workmanship if they
are manufactured in accordance with SCI's manufacturing workmanship standards,
conform to the Product specifications, and successfully complete any mutually
agreed upon Product Acceptance Tests. The Customer may perform acceptance
testing which measures a different array of performance criteria but the
parties agree that the mutually agreed upon Product Acceptance Test will be the
measurement standard to determine if the Product meets specifications.

4.2.1     ALL CLAIMS FOR BREACH OF WARRANTY MUST BE RECEIVED BY SCI NO LATER
THAN THIRTY (30) DAYS AFTER THE EXPIRATION OF THE WARRANTY PERIOD FOR THE
PRODUCT.

4.2.2     THE PRODUCT WARRANTY IS THE ONLY WARRANTY GIVEN BY SCI. SCI MAKES,
AND CUSTOMER RECEIVES, NO OTHER WARRANTY EITHER EXPRESSED OR IMPLIED. ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND
ALL IMPLIED WARRANTIES OF TITLE FOR ANY CONSIGNED OR CUSTOMER SUPPLIED
MATERIALS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED HERE FROM.

4.2.3     UNLESS EXPRESSLY AGREED TO BY SCI IN WRITING, SCI MAKES NO WARRANTY
THAT THE PRODUCTS WILL (i) MEET ANY SPECIFICATION NOT MADE KNOWN TO AND AGREED
TO BY SCI, OR (ii) RECEIVE THE APPROVAL OF OR BE CERTIFIED BY UNDERWRITERS
LABORATORY, ANY FEDERAL, STATE, LOCAL OR FOREIGN GOVERNMENT AGENCY (INCLUDING
WITHOUT LIMITATION THE FEDERAL COMMUNICATIONS COMMISSION) OR ANY OTHER PERSON
OR ENTITY. SCI ASSUMES NO RESPONSIBILITY FOR OBTAINING SUCH APPROVALS OR
CERTIFICATIONS, OR MEETING SUCH SPECIFICATIONS.

4.3       Customer's exclusive remedy for any breach of the Product Warranty
shall be, at SCI's option, repair by SCI at a


6.7.9

<PAGE>
facility of its choice, replacement of the defective Product with a functionally
equivalent product, or return of the Purchase Price.

4.4  SCI's warranty obligations will cease upon the earlier of the agreed upon
warranty period or upon SCI's fulfillment of Customer's request to return any
Customer-owned test equipment and fixtures.

4.5  Customer warrants to SCI that any documentation or other data which it
provides SCI to manufacture the Products is accurate and complete, unless
Customer informs SCI otherwise.

4.6  SCI will repair Products which are outside the warranty period on mutually
agreed prices and terms and conditions.

5.0  INSPECTION.

5.1  Customer is required to inspect each shipment of Products and give SCI
written notice of any defects or count or other discrepancies within fifteen
(15) days of receipt. If Customer does not inspect Products within fifteen (15)
days, the Products will be considered accepted by Customer; any Product defects
reported after fifteen (15) days will be covered by the warranty provisions of
this Agreement. Customer will follow SCI's RMA procedure for return of Products.

6.0  RESCHEDULING AND CANCELLATION.

6.1  Customer may increase, decrease or reschedule Products previously released
for production on agreed terms and any costs (if any) mutually agreed to.

6.2  Customer may not cancel production of Products within thirty (30) days of
their scheduled ship dates. Customer may reschedule production of Products
within thirty (30) days of ship date as mutually agreed upon. Customer may
cancel Purchase Orders outside the thirty (30) day production period but will be
responsible for the Termination Inventory and handling charges provided for in
Article 9 below.

7.0  NON-RECURRING ENGINEERING CHARGES.

7.1  Customer and SCI will mutually agree on SCI provided non-recurring
engineering charges and set-up fees ("NRE") required to manufacture the
Products. NRE charges will be billed to Customer as mutually agreed upon.

8.0  CHANGES TO THE PRODUCTS.

8.1  SCI will not make any changes to the Products without Customer's prior
written authorization. SCI will make Customer requested engineering changes
("EC") to the Products. An EC


6.7.9


<PAGE>
request will include sufficient information for evaluation of its feasibility
and cost impact. SCI will respond to EC requests in writing and provide cost and
other relevant data within a time period that is reasonable considering the
magnitude of the EC.

8.2  Customer may from time to time change the specifications for the Products
or the work required of SCI hereunder and SCI agrees to make commercially
reasonable efforts to comply. If changes result in a change in SCI's costs or in
the time for performance, an adjustment will be made. Any adjustment must be in
writing and SCI shall not be required to implement such change until the Parties
have mutually agreed upon the price.

9.0  INVENTORY INDEMNIFICATION.

9.1  Upon cancellation of a Purchase Order, or upon expiration of this Agreement
or termination of this Agreement for any reason, Customer shall be responsible
for:

     (i) all finished Products scheduled for shipment within the thirty (30)
days immediately following SCI's receipt of the cancellation or termination
notice (the "Notice");

     (ii) all work-in-process at receipt of the Notice; and

     (iii) all components, subassemblies and other material purchased to fill a
Purchase Order or authorized to be purchased by Customer which are on hand or
on order at receipt of the Notice. Without limitation this includes Piece Part
Inventory made obsolete or excessive due to changes to the specifications or
Products, minimum buy quantities, and reel quantities. Items (i)-(iii) are
referred to as the "Termination Inventory". In calculating the quantity of
finished Products under (i) above, Products rescheduled for manufacture and
shipment during the forty-five (45) days immediately prior to receipt of the
Notice may be counted by SCI.

9.2  SCI will make every reasonable effort to use the Termination Inventory on
other current programs at the Plant where the Products are manufactured, will
cancel all outstanding material orders with vendors, and will attempt to return
piece parts to vendors. Customer will be responsible for costs, charges and fees
actually incurred by SCI to cancel or return any portion of the Termination
Inventory to vendors and, upon mutual agreement, the cost to modify the
Products for other programs.

9.3  Within thirty (30) days from termination or cancellation, SCI will invoice,
and Customer will purchase, the Termination Inventory remaining after vendor
cancellations and returns and after other program  use, as follows: (i) for
Piece Part Inventory and authorized long lead time components, at

6.7.9
<PAGE>
SCI's standard cost, plus a reasonable handling charge; (ii) for WIP, at a
reasonable pro rata percentage of the finished Product purchase price; and
(iii) for finished Product, at the purchase price in effect at termination or
cancellation. Customer will be responsible for any negative price differentials
between the price SCI paid for the Piece Part Inventory and authorized long
lead time components and the price at which SCI was able to return and/or
utilize the items on other programs. SCI will credit Customer for any positive
price differentials.

10.0  TERM AND TERMINATION.

10.1  The term of this Agreement shall be one (1) year from the Effective Date
and, unless terminated as provided for below, will be automatically renewed for
one (1) year periods for as long as SCI retains manufacturing responsibilities
for the Products.

10.2  This Agreement may be terminated by either party upon the occurrence of
any one or more of the following events: (i) failure by either party to perform
any of its material performance obligations under this Agreement and to cure
such failure within thirty (30) days after receipt of written notice describing
the failure in sufficient detail, or if the failure cannot be completely cured
within thirty (30) days, failure to make substantial progress towards a cure
within the thirty (30) day period; or (2) entering into or filling of a
petition, arrangement of proceeding seeking: an order for relief under the
bankruptcy laws of the United States or similar laws of any other jurisdiction;
a receivership for any of its assets; a composition with or assignment for the
benefit of its creditors; a readjustment or debt; or its dissolution or
liquidation. This Agreement will apply to all Products purchased during the six
(6) month period immediately following termination.

11.0  GENERAL.

11.1  This Agreement and its attachments make up the entire agreement between
the parties regarding the Products. This Agreement supersedes all prior oral
and written agreements and understandings between the parties relating to the
Products, and may only be amended or modified in writing signed by an
authorized representative of each party. The terms and conditions of any
Purchase Order, Acknowledgment, Schedule, or other form or document of Customer
or SCI shall not apply.

11.2  Unless otherwise agreed, Customer shall be (i) the exporter of record for
any Products and/or Product documentation exported from the United States, and
shall comply with all applicable U.S. export control statutes and regulations,
and (ii) the importer of record for all Products exported from the U.S. and
later imported and returned to

6.7.9
<PAGE>

Customer or to SCI. SCI will cooperate with Customer in obtaining any export or
import licenses for the Products.

Customer hereby certifies that it will not knowingly export, directly or
indirectly, any U.S. origin technical data or software acquired from SCI or any
direct product of that technical data or software, to any country listed below,
for which the United States Government requires an export license or other
approval, without obtaining such approval from the United States Government.
Those countries include Albania, Armenia, Azerbaijan, Belarus, Bulgaria,
Cambodia, Cuba, Estonia, Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos,
Latvia, Libya, Lithuania, Moldova, Mongolia, North Korea, People's Republic of
China, Romania, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan and
Vietnam.

11.3      Except for the Products or portions of the Products which are SCI's
design, Customer is responsible for the design of the Products. Upon SCI's
demand, Customer will promptly defend, indemnify and hold SCI, its officers,
directors, employees, agents, successors and assigns, harmless from and against
every kind of cost, expense or loss (including attorneys' fees and legal costs)
directly relating to any claim or threatened claim: (a) that any Product or
portion of a Product violates the intellectual property rights of a third party
(foreign or domestic); (b) that the Product has a design defect; or (c) arising
from or related to the distribution, sale or use of any Product or portion of a
Product. The immediately preceding sentence will apply whether the claim is
based upon contract, tort or any other legal theory.

11.4      SCI's liability for any Product claim shall not exceed the purchase
price of the Products for which the claim is made. IN NO EVENT SHALL SCI BE
LIABLE TO CUSTOMER OR A THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT, OR ANY OTHER LEGAL
THEORY (INCLUDING WITHOUT LIMITATION LOST PROFITS AND OPPORTUNITY).

11.5      This Agreement is intended solely for the benefit of the executing
parties and their permitted successors and assigns. No other person or entity
shall have any rights under or in connection with this Agreement.

11.6      Neither party may sell, transfer or assign any right, duty or
obligation granted or imposed upon it under this Agreement without the prior
written consent of the other party.

11.7      The parties agree that transmission of data by EDI (electronic data
interchange) will not occur until a separate agreement governing such
transmissions is executed. Upon execution, such EDI agreement will become an
attachment to this Agreement.

6.7.9


<PAGE>

11.8      Neither party shall be liable for damages and costs to the other
party arising out of delays or failures to perform under this Agreement if such
delays or failures result from causes beyond the reasonable control of a party,
and are not caused by an act or omission of such party. Notice of any such
delays or failures and explanation of their causes must be given to the other
party within five (5) days of the occurrence. As soon as it is reasonably
apparent that the occurrence will likely cause a delay of more than ninety (90)
days, the party against whom this section is invoked shall have the right to
terminate the affected installments under any Purchase Order. If Customer is
the party claiming the force majeure event, Customer shall be liable for any
applicable cancellation charges and be responsible for termination obligations,
both as provided for in this Agreement. This force majeure provision may not be
invoked for failure or inability to make a payment under this Agreement.

11.9      The Customer is the only entity authorized to purchase Product
hereunder and the individual executing this Agreement certifies they have the
legal authority to bind the Customer. Any affiliates, subsidiaries, and
permitted assigns ("Assignees") of Customer which Customer wishes to purchase
Product hereunder must execute a copy of this Agreement and Customer warrants
that any and all obligations and debts of the Assignees will be discharged in a
timely fashion. Customer shall be liable for performance of the Assignees
hereunder including, without limitation, payment of all monies.

11.10     This Agreement and performance by SCI and Customer under it shall be
governed by the laws of the state where the SCI Plant manufacturing the
Products is located. Both parties pledge their full cooperation and good faith
to settle any differences under this Agreement in a reasonable, business-like
and commercial manner. However, in the event any difference can not be so
settled, both parties submit to the personal jurisdiction and venue of the
states and U.S. federal court districts within which the SCI Plant
manufacturing the Products is located, and within which Customer's facility
issuing the Purchase Orders is located, for the limited purpose of litigating
such differences.


6.7.9

<PAGE>
                               Schedule 6.01(m)-2

[SANMINA-SCI LOGO]                                Procedure Number: SOP-3-1122-C
                                                  Revision: A       Page 2 of 18

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                              COLLECTION PROCEDURE
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          quantity typically resulting in a net reduction in revenue and AR. The
          resulting net credit balance of these transactions is normally offset
          against customer chargebacks and deductions.

3.0  GENERAL

     3.1  Delinquent accounts will be contacted frequently and systematically
          using telephone, fax, mail, e-mail and, when necessary, through
          personal visits. An account will be considered past due when any
          invoice of any size that is not in dispute remains unpaid after the
          invoice due date. Accounts receivable information will be prepared and
          distributed regularly to aid management and other department personnel
          to focus on past due receivables.

4.0  RESPONSIBILITIES

     4.1  Accounts Receivable (AR) - Responsible for SANMINA-SCI Collection

     4.2  Relationship Manager - Sales/Program Manager assists Accounts
          Receivable, as required, in reconciling pricing quantity, RMA and
          premium charge disputes.

     4.3  Regional Credit Manager - Difficult collections are escalated to the
          Regional Credit Manager and/or other senior level finance management
          within SANMINA-SCI.

     4.1  The VP of Worldwide Program Management is authorized to approve this
          document and for ensuring implementation.

     4.2  Corporate Document Control is responsible for maintaining and
          controlling this document.

5.0  PROCEDURE

     5.1  Past Due Accounts



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<PAGE>
[SANMINA-SCI LOGO]                                PROCEDURE NUMBER: SOP-3-1122-C
                                                  REVISION: A       PAGE 3 OF 18

                              COLLECTION PROCEDURE


     5.1.1     Past due accounts will be pursued for collection on a systematic
               and regular basis. The approach should reflect the short and long
               term goals as set by SANMINA-SCI Management. Collections
               Management and staff should review and re-prioritize which target
               accounts, purchase orders, programs and/or invoices will be
               addressed to affect the greatest return on investment (ROI)

     5.1.2     Collection efforts should begin as soon as an invoice becomes
               past due, on the 31st day from the date of invoicing, or, in the
               case of non-standard terms, the first delinquent day. Persistent
               follow-up should occur until the invoice has been paid and the
               funds properly applied by the Cash Applications Department. When
               contact is made with the respective customer's Account Payable
               Department (A/P), it is wise to request disposition of invoices
               that are approaching past due status.

     5.1.3     The Collections Specialist/Credit Analyst is directly responsible
               for initiating the collection efforts for their assigned areas.

     5.1.4     The Collections Specialist/Credit Analyst will contact each past
               due customer by telephone during the delinquency and will
               maintain a record of collection contact.

     5.1.5     Statements of account and/or dunning letters will be mailed to
               every customer on a monthly basis with the exception of those
               customers to which this method would be deemed to yield no
               results.

     5.1.6     A collections file will be maintained for each account, and the
               Collections Specialist/Credit Analyst will make a subsequent
               contact on the follow-up day, if payment for the amount in
               question has not yet been received.

     5.1.7     Sales/Program Management personnel are expected to assist the
               Accounts Receivable (AR), as requested, in reconciling, pricing,
               quantity, RMA and premium charge disputes, but are not expected
               to be the collector of past due issues.


If this is a copy, unless otherwise specified, it is uncontrolled. You must
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<PAGE>
[SANMINA-SCI LOGO]                               Procedure Number:  SOP-3-1122-C
                                                 Revision:  A       Page 4 of 18

                              COLLECTION PROCEDURE

     5.1.8  Difficult collection problems should be escalated to the Regional
            Credit Manager or other senior level finance management within
            SANMINA-SCI.

5.2  Preparation for Collection Call

     5.2.1  Start with the customer with the highest/oldest balance past due and
            work your way through your aging report in dollar-descending order
            until you have payment or payment status on all invoices.

     5.2.2  In preparation for making a collection call, analyze the customer's
            aging report for total amount due and/or past due, open credits, and
            chargebacks. Familiarize yourself with customer payment practice and
            methods. Know the payment terms on purchase orders. It may be
            helpful to email or fax the aging report (without credits) to your
            A/P contact before placing the call so A/P can see what you see.

     5.2.3  Remember to be ASSERTIVE, CONSISTENT AND PERSISTENT. It is important
            to develop a relationship of cooperation with your customer's A/P
            Department. BE COURTEOUS & PROFESSIONAL.

5.3  Contacting the Customer (Accounts Payable)

     5.3.1  When contacting the customer's accounts payable department or other
            individual(s) authorized to approve, initiate or otherwise make
            payments, Collection Specialists/Credit Analysts should be prepared
            to act upon one of two opposing outcomes and, in many cases, a
            combination of the two. The first is to document payments in transit
            and payment schedules as stated by the customer. The second is to
            document any invoice (or purchase order) disputes that result in
            payment holds.

     5.3.2  Documenting payments and scheduled payments.

            5.3.2.1  Verify and document check total, check number, date mailed
                     and which invoices are being paid. If


If this is a copy, unless otherwise specified, it is uncontrolled. You must
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<PAGE>
[SANMINA-SCI LOGO]                      Procedure Number:  SOP-3-1122-C
                                        Revision: A        Page 5 of 18

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                              COLLECTION PROCEDURE
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                         available, future scheduled payments should also be
                         documented in the same manner.

               5.3.2.2   If paying is late, ask why and take specific notes. If
                         late payment is a result of product and/or services
                         that were not rendered by SANMINA-SCI in a timely
                         manner or as required by the customer, document issues
                         in the customer's collection file and communicate
                         issues to SANMINA-SCI department responsible for
                         delivering said product and/or services to correct in
                         the future.

               5.3.2.3   If customer does not have a reasonable reason for late
                         payment, this could be a good indication that customer
                         will likely develop negative payment habits that could
                         result in shipment delays and greater risk to
                         SANMINA-SCI. Credit Specialist/Credit Analyst should
                         attempt to understand if delays are within the industry
                         norm, related to internal processing delays or an
                         indication of cash flow problems. Account should be
                         monitored closely and customer credit file should be
                         documented accordingly.

         5.3.3 Customer's payment terms differ from SANMINA-SCI's approved
               terms. (Net 30 Days)

               5.3.3.1   Verify the contract terms with the Program Manager or
                         Account Manager.

               5.3.3.2   If payment terms are supported contractually, retain
                         copy of contract for customer's credit file and revise
                         customer's pay trend in Oracle Customer Maintenance.

               5.3.3.3   If customer cannot support payments terms
                         contractually, request that customer revise terms and
                         pay in accordance with SANMINA-SCI's payment terms.


If this is a copy, unless otherwise specified, it is uncontrolled. You must
verify the revision before use.

<PAGE>
[SANMINA-SCI LOGO]                              Procedure Number: SOP-3-1122-C
                                                Revision: A       Page 6 of 18


                             COLLECTION PROCEDURE

               5.3.3.4  If customer refuses to change terms, notify
                        PM/Sales/Account Manager to address with customer.


5.4  Resolving Invoice Disputes

     5.4.1     Unpaid/short-paid invoices or purchases orders as well as
               chargebacks or deductions due to pricing, quantity, wrong PO#,
               special charges, delivery schedules and other disputes must be
               referred to the appropriate SANMINA-SCI Sales/Program Manager
               (hereto referred to as the "Relationship Manager") for action.

     5.4.2     SOP-4-3036-C Billing Error Action Request (BEAR) will be
               initiated by the Collections Specialist/Credit Analyst when the
               customer short pays or holds payment of an invoice and/or
               purchase order.

               5.4.2.1  The BEAR identifies the initiator (Collection
                        Specialist/Credit Analyst), responsible Relationship
                        Manager, customer name, purchase order number, sales
                        order number and invoice number(s). As many invoices as
                        may be associated with a purchase order and its related
                        dispute, the requestor may list all invoices or attach a
                        separate list/report.

               5.4.2.2  The Relationship Manager researches the dispute and
                        determines if the customer's claim is valid. If the
                        customer's claim is not valid, the Relationship Manager
                        communicates finding directly to customer's buyer to
                        ensure payment hold is released and to answer any
                        questions that may remain disputed.

               5.4.2.3  The Relationship Manager forwards substantiating
                        documentation supporting their position to the initiator
                        including one or more of the following:

                        -  Copy of original purchase order.

                        -  Copy of change order.




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[SANMINA-SCI LOGO]                                PROCEDURE NUMBER: SOP-3-1122-C
                                                  REVISION: A       PAGE 7 OF 18

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                              COLLECTION PROCEDURE
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                       - Copy of the quote.
                       - Copy of corporate contract
                       - Copy of authorizing memo or e-mail

          5.4.2.4   The completed BEAR and back-up documentation should be sent
                    to the Collections Specialist/Credit Analyst within five (5)
                    business days of submission.

          5.4.2.5   Collection Specialist is responsible for following up with
                    the customer's AP department to insure payment has been
                    approved.

    5.4.3 Correcting Billing Errors - If customer's claim is valid, the
          Relationship Manager initiates whatever action is requested and/or is
          necessary to correct the problem within three (3) working days of
          having received the Billing Action Request Form (BEAR).

          5.4.3.1   Pricing Issues - If Relationship Manager determines that
                    customer was over billed; a credit only or credit & rebill
                    should be written up and forwarded to the Plant Manager for
                    approval.

          5.4.3.2   Relationship Manager will complete a SOP-4-2659-C Change
                    Notice form in accordance with SOP-3-1107. Change Order
                    Procedure requesting the issuance of a credit and route for
                    plant management approval.

          5.4.3.3   Relationship Manager will return the BEAR form to Collection
                    Specialist/Credit Analyst with a written disposition of what
                    action was initiated and a copy of the Change Notice form.
                    The BEAR form must indicate which Plant Manager has to
                    approve transaction and the date submitted.

          5.4.3.4   Plant Manager should respond to Relationship Manager within
                    3 working days of receipt of Change Notice (request for
                    credit).







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<PAGE>
[SANMINA-SCI LOGO]                                PROCEDURE NUMBER: SOP-3-1122-C
                                                  REVISION: A       PAGE 8 OF 18

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                              COLLECTION PROCEDURE
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                     5.4.3.4.1 If approved, Change Notice should be routed to
                               Order Entry for input.

                     5.4.3.4.2 If not approved, Plant Manager must communicate
                               reason to Relationship Manager.

                     5.4.3.4.3 Relationship Manager will communicate status of
                               Change Notice to Collection Specialist/Credit
                               Analyst.

                     5.4.3.4.4 Collection Specialist/Credit Analyst will
                               escalate to Credit Manager immediately.

                     5.4.3.4.5 Credit Manager will contact Plant Manager for
                               approval. In the event that request is not
                               approved within two (2) business days, the Change
                               Notice will be approved by Finance Management
                               under the following guidelines:

                                -- Net Credit < $50K Finance Manager
                                -- Net Credit > $50K VP of Treasury
                                -- Net Credit > $500K CFO

                     5.4.3.4.6 Should a credit be issued as a described in
                               5.4.3.4.5 a copy of the credit will be sent to
                               the respective Plant Manager. Plant Manager will
                               have 30 days from the issuance of the credit to
                               dispute the credit with justification.

                     5.4.3.4.7 If credit is proved unjustified, Finance
                               Management will process a debit memo that will be
                               forwarded to the Relationship Manager to resolve
                               with the buyer at the customer's location.



If this is a copy, unless otherwise specified, it is uncontrolled. You must
verify the revision before use.


<PAGE>
[SANMINA-SCI LOGO]                                Procedure Number: SOP-3-1122-C
                                                  Revision: A     Page 9 of 18


                              COLLECTION PROCEDURE



                    5.4.3.4.8  If customer refuses to pay balance, Relationship
                               Manager will inform Collections Specialist/Credit
                               Analyst to commence collection action.

          5.7.1.4   No Purchase Order Number, Invalid Purchase Order Number or
                    Close Purchase Order - Relationship Manager to contact
                    customer's buyer to obtain valid purchase order number. Per
                    the Collections Specialist/Credit Analyst request on the
                    BEAR form, the Relationship Manager will either

                    1) Deliver valid purchase order number to credit department,
                    or

                    2) Complete Change Notice to initiate credit and rebill in
                    system that will result in an invoice (re-bill) with the
                    purchase order number.

                    In either case, the Relationship Manager must return the
                    BEAR form to the Collections Specialist/Credit Analyst
                    within three (3) business days from submission date with a
                    valid purchase order number or a copy of the Change Notice.

                    4.7.1.4.1  With a valid purchase order, Collections
                               Specialist/Credit Analyst will notify Accounts
                               Payable directly. In some cases, the customer AP
                               contact may allow the submission of manually
                               altered invoice. When initiating the BEAR to the
                               Relationship Manager, this option should be
                               communicated to avoid unneeded transaction
                               processing and speed up collections.

                    4.7.1.4.2  Relationship Manager must submit a Change Notice
                               to Order Entry for processing. Plant Manager's
                               approval is not required as there is no affect on
                               revenue.

                               4.7.1.4.2.1  Order Entry should process credit &
                                            rebill within three (3) business
                                            days.




If this is a copy, unless otherwise specified, it is uncontrolled. You must
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<PAGE>
[SANMINA-SCI LOGO]                                PROCEDURE NUMBER: SOP-3-1122-C
                                                  REVISION: A      PAGE 10 OF 18

                              COLLECTION PROCEDURE


                          4.7.1.4.2.2    Collections Specialist/Credit Analyst
                                         should monitor customer's account and
                                         contact Relationship Manager or Order
                                         Entry to check status.

                          4.7.1.4.2.3    Once transaction is processed, invoice
                                         will be automatically mailed to the
                                         customer. To expedite payment,
                                         Collections Specialist/Credit Analyst
                                         should consider manual printing
                                         invoice(s) and faxing directly to
                                         Accounts Payable contact for payment
                                         approval. Payment invoice due date
                                         should be the same as disputed original
                                         invoice.

     5.4.4     Quantity Disputes - disputes over quantities received versus
               quantities invoiced are typically brought to the attention of the
               Credit Department when invoices are not approved for payment or
               short paid.

               5.4.4.1   The initial step of requesting a Proof of Delivery
                         (POD) is usually initiated by the Credit Department but
                         can also be initiated by the Relationship Manager.

                     5.4.4.1.1      Shipper information (bill of lading,
                                    shipping manifest #, etc.) is retrieved from
                                    invoice or packing slip. In some cases, the
                                    specific plant's Shipping Department must be
                                    contacted to get additional information
                                    needed to trace the shipment or provide the
                                    POD directly. Shipping Departments should
                                    provide PODs within two (2) business days
                                    from request.

                     5.4.4.1.2      With the required information, the
                                    Collections Specialist/Credit Analyst will
                                    request a signed proof of delivery directly
                                    from the Carrier. Federal Express and United
                                    Parcel Service

If this is a copy, unless otherwise specified, it is uncontrolled. You must
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<PAGE>
[SANMINA-SCI LOGO]                                Procedure Number: SOP-3-1122-C
                                                   Revision: A     Page 11 of 18


                              COLLECTION PROCEDURE



                                        PODs are available through the
                                        respective websites.

               5.4.4.2   Once a signed POD is secured, a copy is forwarded to
                         the requesting party at the customer's location.

               5.4.4.3   Collections Specialist/Credit Analyst should follow up
                         with customer's AP for payment verification.

     5.4.5     If a quantity discrepancy exists between the actual count of
               product received and the amount invoiced after a signed proof of
               delivery has been provided, this information will be forwarded to
               the appropriate Relationship Manager for resolution. Collections
               Specialist/Credit Analyst will complete and submit BEAR to
               appropriate Relationship Manager. Per the Collections
               Specialist/Credit Analyst request on the BEAR form, the
               Relationship Manager will either:

               1) Negotiate with customer's buyer to pay all disputed amounts,
               or

               2) Complete SOP-4-2659-C Change Notice to initiate a credit only
               or credit & rebill on the customer's account that will result in
               either a credit (representing the quantity not received by the
               customer) or an invoice (re-bill) with a revised quantity.

     5.4.6     Relationship Manager will contact customer's buyer to discuss
               discrepancies negotiations on final quantities should be
               completed with 5 working days. The Relationship Manager must
               return the BEAR form to the Collections Specialist/Credit Analyst
               with written disposition and a copy of the Change Notice, if
               necessary.

               5.4.6.1   If the Relationship Manager's reply indicates that the
                         customer has agreed with quantities invoices,
                         Collections Specialist/Credit Analyst will follow up
                         with customer's AP to verify payment has been approved.
                         If payment has not been processed for payment because
                         of buyer not approving, the Relationship.



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[SANMINA-SCI LOGO]                                PROCEDURE NUMBER: SOP-3-1122-C
                                                  REVISION: A      PAGE 12 OF 18

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                              COLLECTION PROCEDURE
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                          Manager will be advised to contact buyer to approve
                          payment.

                 5.4.6.2  If customer's buyer still refused to approve payment,
                          Credit Specialist/Credit Analyst will be directed to
                          proceed with collections actions.

          5.4.7  Relationship Manager determines that the customer's claim is
                 valid and credit should be issued, a SOP-4-2659-C Change Notice
                 form requesting the issuance of a credit (or credit & rebill)
                 will be completed and routed for plant management approval.

          5.4.8  Relationship Manager will return BEAR form to Collection
                 Specialist/Credit Analyst with a written disposition of what
                 action was initiated and a copy of the Change Notice form. BEAR
                 form must indicate which Plant Manager has to approve
                 transaction and the date submitted.

          5.4.9  Plant Manager should respond to Relationship Manager within
                 three (3) working days of receipt of Change Notice (request for
                 credit).

          5.4.10 If approved, the Change Notice form should be routed to Order
                 Entry for input according to SOP-3-1103-C Order Entry.

          5.4.11 If not approved, Plant Manager must communicate reason to
                 Relationship Manager.

          5.4.12 Relationship Manager will communicate status of Change Notice
                 to Collection Specialist/Credit Analyst.

          5.4.13 Collection Specialist/Credit Analyst will escalate to Credit
                 Manager immediately.

          5.4.14 Credit Manager will contact Plant Manager for approval. In the
                 event that request is not approved within 2 business days,
                 Finance Management will approve the Change Notice form under
                 the following guidelines.

If this is a copy, unless otherwise specified, it is uncontrolled. You must
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<PAGE>
[SANMINA-SCI LOGO]                                Procedure Number: SOP-3-1122-C
                                                  Revision: A      Page 13 of 18

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                              COLLECTION PROCEDURE
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               -  Net Credit <$50K Finance Manager
               -  Net Credit >$50K VP of Treasury
               -  Net Credit >$500K CFO

          5.4.15 Should a credit be issued as a described in 5.4.14, a copy of
                 the credit will be sent to the respective Plant Manager. Plant
                 Manager will have thirty (30) days from the issuance of the
                 credit to dispute the credit with justification.

          5.4.16 If credit is proved unjustified, Finance Management will
                 process a debit memo that will be forwarded to the Relationship
                 Manager to resolve with the buyer at the customer's location.

          5.8.8  If customer refuses to pay balance, Relationship Manager will
                 inform Collections Specialist/Credit Analyst to commence
                 collection action.

     5.9   RMA (Return Material Authorization) Chargebacks and Deductions -
           Customer will take credits they deem due for returned product when
           paying related or unrelated invoices. (See definitions of
           "chargeback" and "deductions"). In essence, the customer is not
           waiting for SANMINA-SCI to acknowledge that material was, in fact,
           returned, counted and received in good condition for credit. As these
           transactions appear as debits (monies due from customer) on the
           customer's account, RMA credits must be issued to clear open AR or
           the Credit Department must be advised that no credit is due and that
           monies must be recovered from customer.

     5.9.1 Upon notification from SANMINA-SCI's Cash Applications Group that the
           customer has processed a chargeback or deduction pending the issuance
           of a RMA credit, the Collections Specialist/Credit Analyst will
           review the customer's account for all open credits.

     5.9.2 If the Collections Specialist/Credit Analyst is able to identify an
           open credit invoices as specifically relating to customer's
           chargeback or deduction, an offsetting adjustment will be processed
           to clear both items.


If this is a copy, unless otherwise specified, it is uncontrolled. You must
verify the revision before use.

<PAGE>
[SANMINA-SCI LOGO]                                Procedure Number: SOP-3-1122-C
                                                  Revision: A     Page 14 of 18


                              COLLECTION PROCEDURE


     5.9.3  If the Collections Specialist/Credit Analyst determines that RMA
            credit has not been issued, a BEAR should be completed and submitted
            to the appropriate Relationship Manager.

     5.9.4  Relationship Manager should contact plant to determine why RMA
            credit has not been process.

     5.9.5  If Plant indicates that product has been received, but credit has
            not been issued, Relationship Manager must indicate as much on BEAR
            and return to Collections Specialist/Credit Analyst within three (3)
            business days.

     5.9.6  Collections Specialist/Credit Analyst will contact plant to request
            that credit be processed. If Plant indicates that credit will be
            processed, the Collections Specialist/Credit Analyst should check
            the customers account routinely for verification and to process the
            offsetting transaction.

     5.9.7  If credit is still not approved, the Collections Specialist/Credit
            Analyst should escalate the matter to the Regional Credit
            Manager/Finance Manager.

     5.9.8  Credit Manager will contact Plant Manager for approval. In the event
            that request is not approved within two (2) business days, Finance
            Management will approve the credit under the following guidelines:

            -  Net Credit < $50K Finance Manager
            -  Net Credit > $50K VP of Treasury
            -  Net Credit > $500K CFO

     5.9.9  Should a credit be issued as a described in 5.9.8, a copy of the
            credit will be sent to the respective Plant Manager. Plan Manager
            will have thirty (30) days from the issuance of the credit to
            dispute the credit with justification.

     5.9.10 If credit is proved unjustified, Finance Management will process a
            debit memo that will be forwarded to the Relationship Manager to
            resolve with the buyer at the customer's location.


If this is a copy, unless otherwise specified, it is uncontrolled. You must
verify the revision before use.
<PAGE>

[SANMINA-SCI LOGO]                              Procedure Number: SOP-3-1122-C
                                                Revision: A       Page 15 of 18



                              COLLECTION PROCEDURE


     5.9.11 If customer refuses to pay balance, Relationship Manager will
inform Collections Specialist/Credit Analyst to commence collection action.

6.0  SAFETY (OPTIONAL)

     6.1 N/A

7.0  QUALITY RECORDS

     7.1  SOP-4-3036-C Billing Error Action Request (BEAR)

     7.2  SOP-4-2659-C Change Notice

8.0  ASSOCIATED DOCUMENTS

     8.1  SOP-3-1103-C Order Entry

     8.2  SOP-3-1107-C Change Order Procedure

     8.3  SOP-4-2659-C Change Notice

     8.4  SOP-4-3036-C Billing Error Action Request (BEAR)

SUPERCEDED DOCUMENTS (OPTIONAL)

     8.5  N/A





If this is a copy, unless otherwise specified, it is uncontrolled. You must
verify the revision before use.

<PAGE>
[SANMINA-SCI logo]                              Procedure Number:  SOP-3-1122-C
                                                Revision: A        Page 16 of 18


                             COLLECTION PROCEDURE







                       [Collection Procedure Diagram]








    Legend

AR  = SANMINA-SCI Collection
A/P = Customer Payables
PM  = SANMINA-SCI Program Manager
Relationship Manager = Sales or PM
Buyer = Customer Buyer
P.O.D - Proof of Delivery







If this is a copy, unless otherwise specified, it is uncontrolled. You must
verify the revision before use.


<PAGE>
[SANMINA-SCI LOGO]                               PROCEDURE NUMBER:  SOP-3-1122-C
                                                 REVISION: A       PAGE 17 OF 18

                              COLLECTION PROCEDURE

                                  REVISION LOG

<Table>
<Caption>
SECTION        PAGE      REV.      DATE      DESCRIPTION OF CHANGE              APPROVED BY:
<S>            <C>       <C>       <C>       <C>                                <C>
All            All        A        7-23-01    New Procedure                      Marty Neese

</Table>

If this is a copy, unless otherwise specified, it is uncontrolled. You must
verify the revision before use.


<PAGE>
                              SANMINA CORPORATION
                                CORPORATE POLICY
-------------------------------------------------------------------------------
TITLE: CREDIT APPROVAL POLICY                      POLICY NUMBER:
-------------------------------------------------------------------------------
EFFECTIVE DATE:             VERSION NUMBER:        PAGE 1 OF 9
-------------------------------------------------------------------------------
APPROVAL:                               PREPARED BY: MARK LUSTIG
-------------------------------------------------------------------------------

1. Credit Philosophy

   1.1. Credit limits will be established based on customers general
        creditworthiness and expected ability to pay while protecting
        Sanmina-SCI's investment with respect to Total Customer exposure
        (Accounts Receivable (A/R), Inventory - Finished Goods (FG), Work In
        Process (WIP), and Raw Materials (RM), and others that may apply). See
        basis for Credit decisions in #3, below, for credit limit methodology.
        The total exposure to be incurred for new customers will be estimated by
        Sales and Operations and represent 1 month of estimated AR, plus an
        estimated 3 months of back log. These amounts will be monitored against
        existing credit limits for existing customers, as well.

   1.2. Established accounts will be reviewed on a recurring basis, based on
        classification, and reclassified for credit risk if appropriate; and
        credit limit will be adjusted, appropriately. (See classification
        methodology in section 4.5)

2. Purpose/Scope

   2.1. The primary purpose of extending credit is to protect the company's
        investment (Receivables and Inventory - FG-WIP-RM, as well as other
        investments, e.g. specific equipment) in its customer(s). This policy is
        designed to protect the company's investment in its customer base while
        providing guidelines and recurring review procedures to allow for
        minimal interruption in day-to-day operations flow.

   2.2.

3. Bases of Credit Decisions

   3.1. Credit decisions are based on risk (evaluated based on overall customer
        financial condition, past experiences with the customer, current
        economic environment, and specific market conditions, present or
        anticipated, that may impact the customer), business opportunity, and
        organizational considerations (such as strategic customer
        considerations). The judgment of risk considers not only the commercial
        risk, but also the risk of doing business in a foreign country, as well
        as other strategic risks, including end customer considerations and
        other strategic considerations.

   3.2.

        3.2.1. Commercial Risk

            3.2.1.1. Is defined as the possibility of non-payment caused by the
                     customer's performance (holding cash, cash management,
                     economic and market influences, and financial performance,
                     and inventory build, for example). The creditworthiness of
                     a foreign company will be assessed by the same means as a
                     domestic customer. Credit evaluation will be preformed by a
                     credit check of the bank and trade references, analyzing
                     and trending current customer financial reports, by
                     utilizing Dun & Bradstreet Report information, current
                     press releases, discussions with the customer regarding
                     financing and other actions, and other applicable financial
                     information that is available.

        3.2.2. Foreign Country Risk










                              COMPANY CONFIDENTIAL



<PAGE>
                              SANMINA CORPORATION
                                CORPORATE POLICY
-------------------------------------------------------------------------------
TITLE: CREDIT APPROVAL POLICY                      POLICY NUMBER:
-------------------------------------------------------------------------------
EFFECTIVE DATE:             VERSION NUMBER:        PAGE 2 OF 9
-------------------------------------------------------------------------------
APPROVAL:                               PREPARED BY: MARK LUSTIG
-------------------------------------------------------------------------------


         3.2.2.1.   Is defined as the possibility of non-payment caused by
                actions, or conditions of the government, or economic conditions
                of the country, or region, as well as risk associated with
                currency exposures to devaluation. Support from regional credit
                functions is also considered. Evaluation of this risk may be
                based on our knowledge and experience in the country concerned
                but can be supplemented by utilization of publications such as
                Dun & Bradstreet International Risk reviews that provide risk
                analysis by region and by other sources of reference, such as
                U.S. Government agencies, or U.S. Banks. Continuous monitoring
                of the country risk for new and existing accounts in necessary.

4.   Credit Limit Approval

     4.1. Credit Limit Review and Assignment.

          4.1.1. New Accounts

               4.1.1.1.     A Sanmina application for Credit and Purchase
                        Agreement (attachment 1) is required prior to order
                        acceptance, and contract review & discussion of payment
                        terms and must contain the following minimum
                        information:
                        (1) Customer name (legal entity) and bill to/ship to
                            address.
                        (2) Bank and Trade References (exception: Dun &
                            Bradstreet rated companies of 5A1, 5A2 or 4A1)
                        (3) Customer Signature (permission to evaluate credit
                            worthiness through credit search and other means, as
                            necessary)
                        (4) Customer contact, Controller and CFO contact names &
                            numbers.
                        (5) Ultimate Parent Company name, if applicable, and CFO
                            contact.
                        (6) Estimated exposure analysis consisting of 90 days of
                            anticipated backlog (anticipated AR and additional
                            60 days of backlog, which will approximate inventory
                            exposure. This is the amount that will be compared
                            to the ultimate credit limit upon customer approval.

               4.1.1.2. A company reference sheet can be substituted for the
                        Bank and Trade Reference section, providing it contains
                        the minimum information described in 4.1.1.1.
                        (Attachment 2)(This is generally a standard form the
                        customer maintains containing credit and banking
                        references and key contact information)

               4.1.1.3.

               4.1.1.4. Financial Reports are required for the credit approval
                        process:
                        (1) Recent financial statements (Balance Sheet, Profit &
                            Loss and Cash Flow Statements)
                        (2) Other pertinent data affecting customer's credit
                            status, including internal forecast information,
                            projected cash flow data, anticipated funding, etc..
                        (3) An NDA can be signed if necessary. (Standard
                            Sanmina-SCI Non-Disclosure Agreement at
                            attachment 3)

               4.1.1.5. Every effort to obtain financial information will be
                        made. This information must be obtained by the Credit
                        Department to produce customer financial information
                        from public sources such as customers web site, Free
                        EDGAR, and D&B.

               4.1.1.6. Completed application and attachments (if any) will be
                        sent to the respective Credit Department for processing.


                              Company Confidential
<PAGE>
                              SANMINA CORPORATION
                                CORPORATE POLICY
-------------------------------------------------------------------------------
TITLE: CREDIT APPROVAL POLICY                      POLICY NUMBER:
-------------------------------------------------------------------------------
EFFECTIVE DATE:             VERSION NUMBER:        PAGE 3 OF 9
-------------------------------------------------------------------------------
APPROVAL:                               PREPARED BY: MARK LUSTIG
-------------------------------------------------------------------------------

            4.1.1.7. Please Note: The terms established for payment by all
                     customers is the responsibility of the Credit
                     Department. The terms for such payment will be based on
                     all available information, including:

                     A) The Sanmina-SCI application for Credit and Purchase
                        Agreement
                     B) The applicable Financial Statements
                     C) Dun & Bradstreet review
                     D) Any other pertinent information, including the placement
                        of Letters of Credit, Lines of Credit, and/or Parent
                        Company Guarantees.
                     E) Availability of Security agreements such as UCC filings,
                        or any other payment guarantees (Cash in advance, etc.)
                     F) No Order acceptance and MRP activity can take place
                        until after final credit determination is made.

            4.1.1.8. Credit Department may ask Sales/Program Management for
                     more information before an adequate credit analysis can be
                     made.

     4.1.2. Established Accounts

            4.1.2.1. Credit limit reviews may be requested by Sales, Operations,
                     Legal, or directly initiated by the Credit personnel.
                     Reviewing revenues and performed based on risk category,
                     and other relevant information available. See section 4.5
                     for credit review frequency by category.

4.2. Credit Evaluation and Approval
     Additional Information Sources

            4.2.1.1. The Credit Department will supplement information received
                     from Sales as needed. Sources available are:
                     (1) Dun & Bradstreet Business Information Report
                     (2) Edgar Financial Statements
                     (3) Customer contact regarding financial condition
                     (4) Customer information procured from their web-site.
                     (5) Telephone or written trade references.
                     (6) Bank references.

     4.2.2. Financial Analysis and Form Completion.

            4.2.2.1. Credit will perform a financial analysis using the latest
                     available financial data. The analysis will support the
                     credit limit recommendation and the Credit Analyst is
                     responsible for maintaining current financial statements on
                     the customer file. The frequency of evaluation will be
                     based on the customer's risk classification code (section
                     4.5.2), or on an ad-hoc basis, based on request from
                     Finance, Sales, or Operations management, or triggered
                     through some other information, such as earnings release
                     (or other filing), and followed up by the credit
                     department.


                              COMPANY CONFIDENTIAL
<PAGE>
                              SANMINA CORPORATION
                                CORPORATE POLICY
-------------------------------------------------------------------------------
TITLE: CREDIT APPROVAL POLICY                      POLICY NUMBER:
-------------------------------------------------------------------------------
EFFECTIVE DATE:             VERSION NUMBER:        PAGE 4 OF 9
-------------------------------------------------------------------------------
APPROVAL:                               PREPARED BY: MARK LUSTIG
-------------------------------------------------------------------------------

     4.2.2.2.  The respective Credit Analyst will complete a Credit Limit
               Evaluation form which will include the following:
               (1)  Customer's name and address.
               (2)  Present credit limit, if any.
               (3)  Current overall exposure versus forecasted exposure.
               (4)  Credit/financial/Operating data about customer.
               (5)  Analysis/evaluation of customer's financial condition.
               (6)  Recommended credit limit, next review date, and credit risk
                    code.

4.2.3. Approval Authorization

     4.2.3.1.  For credit limit approval, the Credit Limit Evaluation Form and
               the related file information will be submitted to the proper
               levels of authorization as follows:


               Credit Limit             Final Authorization
               ------------             -------------------
               to -$500K                Regional Credit Manager
               >$500K to $5M            Corporate Credit Manager
               >$5M                     Vice President, Treasurer

     4.2.3.2.  Any order that exceeds the set credit limit (triggered by the
               system notification of credit limit violation - at order, or
               manual review of the exposure report comparing credit limit to
               O/S AR plus 90 days backlog) must be approved by the Credit
               Manager (with notification of the V.P. Treasurer) after
               considering all relevant information available, including
               notification of customer regarding credit limit violation and
               request for payment, and communication with Sales and Operations,
               considering collection actions such as ship hold, and other
               remedies.
     4.2.3.3.  Such a violation may also trigger credit re-evaluation and
               reassessment.

4.3. Standby Letters of Credit

  4.3.1.  When open account credit cannot be extended in the amount requested by
          the customer, an irrevocable standby letter of credit may be accepted
          as a partial or full security.

     4.3.1.1.  A Standby L/C represents guaranty of payment by the issuing bank
               in the event that the customer fails to pay, and therefore the
               financial condition of the bank must be considered.

The Regional Credit Manager will review each standby L/C for terms and
conditions, amount, and expiration date, and will either accept the document as
issued or reject for amendment. If acceptable, Area Credit Manager will advise
the customer either directly or through the responsible Sales person.

  4.3.2.  After a standby L/C has been accepted, it will be entered in the
          letter of credit log, and the original document will be stored for
          safekeeping in a fire proof safe at Corporate. A copy will be put in
          the customer's credit file.

                              COMPANY CONFIDENTIAL

<PAGE>
                             SANMINA CORPORATION
                              CORPORATE POLICY




--------------------------------------------------------------------------------
Title: Credit Approval Policy                             Policy Number:
--------------------------------------------------------------------------------
Effective Date:                Version Number:            Page 5 of 9
--------------------------------------------------------------------------------
Approval:                                Prepared By: Mark Lustig
--------------------------------------------------------------------------------



               4.3.2.1.  The L/C log will be updated for the following actions
                         (1) New L/C
                         (2) Amendment, or an extension to existing L/C
                         (3) Draft sent to the bank for payment
                         (4) Payment of secured amount
                         (5) Expiration of L/C

     4.3.3.    A copy of the standby L/C and any related documentation (i.e.
               amendments, bank drafts, et al) will be maintained in the
               customer file of ready reference.

     4.3.4.    All standby L/C's will be considered expired 45 days prior to the
               actual document's expiration date to allow potential bank
               drawings and to negotiate an amended expiration date.

     4.3.5.    The respective Regional Credit Manager maintains full
               responsibility for the management of the L/C as it relates to
               advising Credit management on potential draws and expiration
               dates.

4.4. Documentary Letters of Credit

     4.4.1.    A documentary letter of credit may be necessary when doing
               business in a foreign country, or as negotiated by Sales, Credit,
               and the customer. The applicability and enforceability of a
               documentary letter of credit is the responsibility of the
               Corporate Credit Manager.

     4.4.2.    The Credit Department will review the document and advise Sales
               of any compliance issues. If none exist, Credit will approve the
               L/C and contacts the various departments that may be required to
               provide drawing documentations.

     4.4.3.    The L/C will be entered on the letter of credit log and clearly
               identified as a "Documentary" instrument. An example of an
               irrevocable documentary letter of credit is attached as
               attachment 5.

4.5. Credit Limit Follow-up Reviews

     4.5.1.    Credit limit reviews will either occur on a scheduled basis, by
               request, or "As Needed" due to special circumstances.

     4.5.2.    Scheduled reviews will be triggered by the account's Risk
               Classification, which will be determined by the following
               definitions:

               RISK CLASS = 0      DESIGNATION = Inter-Company
               Definition: Companies related to Sanmina, either direct or
               indirect subsidiaries, partially or wholly owned, and therefore
               should represent negligible risk or loss.
               REVIEW CYCLE = Not Applicable





                             COMPANY CONFIDENTIAL

<PAGE>
--------------------------------------------------------------------------------
                              Sanmina Corporation
                                Corporate Policy
--------------------------------------------------------------------------------
 Title: Credit Approval Policy                           Policy Number:
--------------------------------------------------------------------------------
 Effective Date:                Version Number:          Page 6 of 9
--------------------------------------------------------------------------------
 Approval:                              Prepared By: Mark Lustig

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

          REVIEW CLASS = 1         DESIGNATION = Excellent
          ------------------------------------------------
          Definition: Strong financial condition: pays obligations promptly.
          Operations are significantly profitable and company makes detailed
          financial statements available; normally possesses D&B rating of 5A1.
          Credit loss highly unlikely. Customers in this classification only,
          qualify for "open account status".
          REVIEW CYCLE = Annual
          ---------------------

          RISK CLASS = 2           DESIGNATION = Good
          -------------------------------------------
          Definition: Adequate financial condition and pays obligations within
          reasonable period: is profitable and willing to furnish financial
          statements; no derogatory information in public records; probably has
          a D&B rating of 5A2, 4A1 or 4A2.
          REVIEW CYCLE = Semi-Annual
          --------------------------

          RISK CLASS = 3           DESIGNATION = Moderate
          -----------------------------------------------
          Definition: Somewhat unbalanced financial condition or adequate
          information not available; may not always pay within reasonable
          period; some risk of credit or profitability of slow payments must be
          weighted; probably has D&B credit appraisal of 3, or a rating of
          "Listed/Not Rated."
          REVIEW CYCLE = Quarterly
          ------------------------

          RISK CLASS = 4           DESIGNATION = Marginal
          -----------------------------------------------
          Definition: Unbalanced financial condition; high debt-to-equity levels
          may exist; start-up concern, in business less than 5 years; adverse
          information received from trade; extreme slow pay trend noted either
          in trade or to Sanmina in previous transactions; risk of credit loss
          must be weighted against sales/marketing considerations.
          REVIEW CYCLE = Monitor monthly and formally review Quarterly
          ------------------------------------------------------------

          RISK CLASS = 5           DESIGNATION = High Risk
          ------------------------------------------------
          Definition: Very poor financial condition or adverse public
          reputation; operating as a re-organized entity in Bankruptcy; should
          not be considered for any open-account credit; all orders should be
          pay-in-advance or L/C basis.
          REVIEW CYCLE = Constant Monitoring is required and additionally upon
          request
          --------------------------------------------------------------------

5.   Credit Files

     5.1  Each customer file should contain the following

          5.1.1. Sanmina Request for Credit Application and Customer-supplied
                 reference sheet.
          5.1.2. Sanmina-SCI Add/Change Form and Credit approval form.

          5.1.3. Credit Limit Evaluation form (attachment 4) with approval
                 authorizations.

          5.1.4. Documentation used to make the credit decision which may
                 include
                        (1) Financial statements
                        (2) Dun & Bradstreet Report


                              COMPANY CONFIDENTIAL
<PAGE>
                              SANMINA CORPORATION
                                CORPORATE POLICY

Title:  Credit Approval Policy                          Policy Number:

Effective Date:              Version Number:            Page 7 of 9

Approval:                                               Prepared By: Mark Lustig


         (3) Trade and Bank References
         (4) Press releases relating to recent financial news

     5.1.5.  Pertinent collection documentation, if any

     5.1.6.  Customer correspondences

     5.1.7.  Any other documents representing problems, disputes, or
             discrepancies.

5.2.  Files should be purged on a continuous basis of the following documents

     5.2.1.  Correspondence over 5 years old after review by Regional Credit
             Manager.

     5.2.2.  Trade and Bank references over 2 years old.

     5.2.3.  Financial statements over 3 years old.

     5.2.4.  Credit Limit Evaluations over 5 years old.

     5.2.5.  D&B reports over 2 years old.

     5.2.6.  Credit applications should be retained indefinitely

5.3.  Customer's without activity for a period of 1 year-plus should have a new
      credit file maintained.

     5.3.1.  The Regional Credit Manager shall have a total discretion over what
             documents are necessary to re-open an inactive account.

6.  Customer Shipment Approvals and Credit Holds

     6.1.  Shipment Approvals

           6.1.1.  Shipment approval is systematic and automated. The formula
                   utilized is SHIPMENT + 90 DAYS BACK LOG + EXISTING A/R <
                   CREDIT LMIT. (CURRENT - TO BE UPDATED AT THE ORDER LEVEL)

           6.1.2.  The Credit Analyst is responsible, on a daily basis, for
                   monitoring those orders that fail the shipment approval
                   formula.

           6.1.3.  The Credit Analyst should make every effort to approve orders
                   that fail the automated shipping table.

                6.1.3.1.  This is accomplished by accelerating payments though
                          contact with customer, reviewing credit worthiness for
                          possible increase (fully documented), or procuring
                          other security such as a letter of credit.


                              COMPANY CONFIDENTIAL
<PAGE>
                              Sanmina Corporation
                                Corporate Policy

Title: Credit Approval Policy                            Policy Number:

Effective Date:                    Version Number:       Page 8 of 9

Approval:                                  Prepared By: Mark Lustig

     6.1.4.  If a particular customer continually fails due to credit limit
             issues, the Credit Representative should advise the Area Credit
             Manager, and then determine whether a higher credit limit is in
             order, or other action is required.












                              Company Confidential
<PAGE>
--------------------------------------------------------------------------------
                              Sanmina Corporation
                                Corporate Policy
--------------------------------------------------------------------------------
Title: Credit Approval Policy                          Policy Number:
--------------------------------------------------------------------------------
Effective Date:               Version Number:          Page 9 of 9
--------------------------------------------------------------------------------
Approval:                               Prepared By: Mark Lustig
--------------------------------------------------------------------------------

     6.2. Credit holds

          6.2.1.1.  Customers will automatically be placed on a Credit Hold, by
                    the Oracle system, when the combined A/R and 90-day
                    requirements exceed the established line of credit. Manual
                    Credit Hold may be instructed by the following personnel.
                    These limits and definitions should also be used by
                    non-Oracle shops in the application of the credit function.

                         1) Credit Manager or Vice President, Treasurer
                         2) Director of Shared Services
                         3) Regional VP or EVP of respective Operation
                         4) President of Respective Operation
                         5) EVP of Sales

     Note: Manual Credit Hold can be used and is an excellent motivator for slow
to pay customers, however, Credit will not independently place customers on
ship/order hold without communicating the anticipated action to the Regional
Operational VP, or EVP, the President of the respective Operation, and the EVP
of Sales, and the in-charge salesperson responsible for the account. This
requirement is in place to heighten awareness, solicit assistance from these
organizations, and allow these groups to adequately plan for the resulting
impact to their organizations. This communication should be made well in advance
of the hold, as credit should have solicited assistance well in advance of the
hold action. A minimum of 3 days is required to allow these groups to rectify
the credit situation, unless otherwise directed by the EVP of Sales, or
President of the respective Operations (i.e. Place on ship/order hold NOW).

     6.2.2.  Customers are expected to remain current with adherence to terms.

     6.2.3.  Sales/Program Management should be advised of all pre-credit hold
             conditions for their respective customers.

     6.2.4.  The Regional Credit Manager will determine the appropriate action
             from customers to remove/alleviate a credit hold situation.

     6.2.5.  On-going credit holds to any particular customer can result in the
             lowering or complete revocation of credit privileges.



                              Company Confidential

<PAGE>
                                 SCHEDULE 15.02


                                NOTICE ADDRESSES

1.   SANMINA-SCI CORPORATION
     Attn: Walter Boileau
     Treasurer
     2700 North First Street
     San Jose, CA 95134
     Fax: (408) 964-3644

     Copy to:
     SANMINA-SCI CORPORATION
     Attn: Michael M. Sullivan
     General Counsel
     2101 West Clinton Ave.
     PO Box 1000
     Huntsville, AL 35805
     Fax: (256) 882-4466

2.   SCI FUNDING INC.
     Attn: Walter Boileau
     Treasurer
     2700 North First Street
     San Jose, CA 95134
     Fax: (408) 964-3644

     Copy to:
     SCI Funding Inc.
     Attn: Michael M. Sullivan
     General Counsel
     2101 West Clinton Ave.
     PO Box 1100
     Huntsville, AL 35805
     Fax: (256) 882-4466

3.   SCI TECHNOLOGY INC.
     Attn: Michael M. Sullivan
     General Counsel
     2101 West Clinton Ave.
     PO Box 1000
     Huntsville, AL 35805
     Fax: (256) 882-4466

<PAGE>
Copy to:
SCI Technology Inc.
Attn: Walter Boileau
Treasurer
2700 North First Street
San Jose, CA 95134
Fax: (408) 964-3644
<PAGE>
                                 SCHEDULE 15.02

                                   ADDRESSES


1.   Bank of America, National Association
     Global Asset Backed Securitization
     Treasury Operations
     Attention: Sean Walsh
     NC1-007-10-06
     Charlotte, NC 28255
     Telephone: (704) 386-0159
     Fax: (704) 387-2828

     With a copy to:

     Bank of America Securities LLC
     231 South LaSalle Street, 16th Floor
     Chicago, IL 60697
     Attention: Willem Van Beek
     Telephone: (312) 828-3119
     Fax: (312) 923-0273

2.   Quincy Capital Corporation
     c/o AMACAR Group, L.L.C.
     6525 Morrison Boulevard, Suite 318
     Charlotte, NC 28211
     Telephone: (704) 365-0569
     Fax: (704) 365-1362

     With a copy to:

     Bank of America, National Association

3.   ABN AMRO - Asset Securitization Group
     135 S. LaSalle Street, Suite 725
     Chicago, IL 60603
     Attention: Patti Luken
     Telephone: (312) 904-2717
     Fax: (312) 904-4089

     Amsterdam Funding Corporation
     c/o Global Securitization Services, LLC
     114 West 47th Street, Suite 1715
     New York, NY 10036
     Attention: Andy Stidd, President
     Telephone: (212) 302-8767
     Fax: (212) 302-8767
<PAGE>
                                                                 EXHIBIT 1.03(a)


                           [FORM OF PURCHASE NOTICE]


                               SCI Funding, Inc.
                              2000 Ringwood Avenue
                               San Jose, CA 95131


                                                  __________________, 200_


To:  Bank of America, National Association
     Global Asset Backed Securitization
     Treasury Operations
     NC1-007-10-06
     Charlotte, NC 28255
     Attention: Sean Walsh

     Bank of America Securities, LLC
     231 South LaSalle Street, 16th Floor
     Chicago, IL 60697
     Attention: Willem Van Beek

     ABN AMRO - Asset Securitization Group,
     as a Related Administrator
     135 S. LaSalle Street, Suite 725
     Chicago, IL 60603
     Attention: Patti Luken, Assistant Vice President


                                PURCHASE NOTICE


Ladies and Gentlemen:

     Reference is made to the Third Amended and Restated Receivables Purchase
Agreement dated as of July 31, 2002 (as amended, supplemental or otherwise
modified and in effect from time to time, the "Purchase Agreement") among SCI
Funding, Inc., as Seller, SCI Technology, Inc., as initial Servicer, Sanmina-SCI
Corporation, as Guarantor, the Purchasers party thereto, and Bank of America,
National Association, as Administrative Agent for the Purchasers. Capitalized
terms defined in the Purchase Agreement are used herein with the same meanings.

     The undersigned, as Seller, hereby requests that the Purchasers make a
Purchase on ______________, 200_ (the "Purchase Date") for a purchase price of
$________________ (the "Purchase Price") of which $_________________ is
requested of the Quincy Related Group, and $_______________ is requested of the
Amsterdam Related Group.

<PAGE>
     The Seller hereby certifies, represents and warrants to each Purchaser and
the Administrative Agent that, on and as of the Purchase Date:

     (a)  the representations and warranties contained in Article VI of the
          Purchase Agreement will be true and correct as though made on and as
          of the Purchase Date and will be deemed to have been made on the
          Purchase Date;

     (b)  no event will have occurred and is continuing, or would result
          from the requested Purchase, that constitutes a Termination Event or
          Unmatured Termination Event; and

     (c)  after giving effect to the requested Purchase, all of the conditions
          to such Purchase set forth in Section 1.02 of the Purchase Agreement
          will be true and correct as though made on and as of the Purchase Date
          and will be deemed to have been made on the Purchase Date.

     The foregoing certifications, representations and warranties will be
deemed to be repeated on and as of the Purchase Date.

                                             Very truly yours,

                                             SCI FUNDING, INC.


                                             By
                                               ---------------------------------

                                               Name:
                                                    ----------------------------

                                               Title:
                                                     ---------------------------






                                       2
<PAGE>
                                Exhibit 5.01(i)

                           FORM OF LOCKBOX AGREEMENT



                                     [DATE]


[LOCKBOX BANK NAME AND
ADDRESS]


          Re:  Lockbox Agreement (this "Agreement") for
               Lockbox Number(s) [             ] and [            ]
                                  -------------       ------------
               Lockbox Account Number(s) [             ] and [            ]
                                          -------------       ------------


Ladies and Gentlemen:

     [ORIGINATOR NAME], a [DELAWARE CORPORATION] ("Originator"), hereby notifies
you that in connection with certain transactions involving the
[ACCOUNTS/TRADE/ETC.] receivables of Originator, Originator hereby transfers
exclusive ownership and control of its lockbox number(s) [           ] and
                                                          -----------
[          ] (the "Lockbox") and the corresponding lockbox account number(s)
 ----------
[           ] and [           ] maintained with you (the "Lockbox Account") to
 -----------       -----------
[SPC NAME] ("SPC") (or its assigns or designees), and SPC hereby notifies you
that in connection with such transactions SPC hereby transfers exclusive
dominion and control of the Lockbox and the Lockbox Account to [AGENT NAME], in
its capacity as agent for and on behalf of certain other parties (the "Agent").
Originator has agreed to act as initial servicer of such receivables for SPC
and the Agent (Originator, or any successor servicer, the "Servicer").
Originator shall have no ownership of, or rights in, the Lockbox or Lockbox
Account or any funds therein.

     In connection with the foregoing, SPC and the Agent hereby jointly instruct
you, beginning on the date hereof until you are otherwise notified by the Agent
in writing, (i) to change the name on the Lockbox and the Lockbox Account to
"[SPC NAME] and [AGENT NAME], as Agent for and on behalf of certain parties";
(ii) to follow your usual operating procedures for the handling of any checks,
except as modified by this Agreement; (iii) to follow your usual procedures in
the event the Lockbox, the Lockbox Account or any check should be or become the
subject of any writ, levy, order or other similar judicial or regulatory order
or process, except as modified by this Agreement; (iv) to collect the monies,
checks, instruments and other items of payment mailed to the Lockbox; (v) to
maintain the Lockbox Account as a "Deposit Account" (as defined in Section 9-102
of the Uniform Commercial Code); (vi) to deposit in the Lockbox Account all such
monies, checks, instruments and other items of payment (unless otherwise
instructed by the Agent); and (vii) to transfer all collected and available
funds in the Lockbox Account in accordance with the instructions of the
Servicer; provided, however, that, at all times from and after the date of your
receipt of notice from the Agent of termination of the
<PAGE>
[NAME OF LOCKBOX BANK]
Page 2


Servicer's access to the Lockbox and Lockbox Account, which notice may be in the
form attached hereto as Annex A or in any other form that gives you reasonable
notice of such termination (the "Agent's Notice"), such funds shall be
transferred by you directly to the Agent, at its address set forth below its
signature hereto or as the Agent otherwise notifies you, or otherwise in
accordance with the instructions of the Agent. You are hereby further instructed
to permit the Servicer and the Agent to obtain upon request any information
relating to the Lockbox and the Lockbox Account, including, without limitation,
any information regarding the balance or activity of the Lockbox Account.

     Originator and SPC also hereby jointly notify you that notwithstanding
anything herein or elsewhere to the contrary, the Agent, or any party designated
in writing by the Agent, shall be irrevocably entitled to exercise any and all
rights in respect of or in connection with the Lockbox and the Lockbox Account,
including, without limitation, the right to specify when payments are to be made
out of or in connection with the Lockbox and the Lockbox Account. At all times
from and after the date of your receipt of the Agent's Notice, neither
Originator (including, in its capacity as Servicer), SPC nor any of our
affiliates shall be given any access to the Lockbox or Lockbox Account.

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

     The monies, checks, instruments and other items of payment mailed to the
Lockbox and the funds deposited into the Lockbox Account will not be subject to
deduction, set-off, banker's lien, or any other right in favor of any person
other than the Agent (except that you may set off the face amount of any checks
returned unpaid because of uncollected or insufficient funds). To the extent
that funds in the Lockbox Account are insufficient, Originator shall pay you for
such returned checks. All service charges and fees with respect to the Lockbox
and Lockbox Account shall continue to be payable by Originator under the
arrangements currently in effect. Originator hereby authorizes you, without
prior notice, from time to time to debit any other account Originator may have
with you for the amount or amounts due you under the two preceding sentences.

     By executing this Agreement, you (a) irrevocably waive and agree not to
assert, claim or endeavor to exercise, (b) irrevocably bar and estop yourself
from asserting, claiming or exercising and (c) acknowledge that you have not
heretofore received a notice, writ, order or any form of legal process from any
other party asserting, claiming or exercising, any right of set-off, banker's
lien, security interest or other purported form of claim with respect to the
Lockbox or Lockbox Account or any funds from time to time therein (except for
security interests which have been terminated on or prior to the date hereof).
You agree to give the Agent and SPC


<PAGE>
[NAME OF LOCKBOX BANK]
Page 3


prompt notice if the Lockbox or the Lockbox Account becomes subject to any writ,
judgment, warrant of attachment, execution or similar process. Exempt for your
right to payment of your service charges and fees from Originator and to make
deductions for returned items, you shall have no rights in the Lockbox or
Lockbox Account or funds therein. To the extent you may ever have such rights,
you hereby expressly subordinate all such rights to all rights of the Agent.

     In addition, as collateral security for SPC's obligations to the Agent and
certain other persons in connection with the transactions referenced in the
first paragraph of this Agreement, SPC hereby grants to the Agent a present and
continuing security interest in (a) the Lockbox and the Lockbox Account, (b) all
contract rights and privileges in respect of the Lockbox or the Lockbox Account,
and (c) all cash, checks, money orders and other items of value of SPC now or
hereafter paid, deposited, credited, held (whether for collection, provisionally
or otherwise) or otherwise, in the possession or under the control of, or in
transit to you or any agent, bailee or custodian thereof in respect of the
Lockbox or the Lockbox Account, and all proceeds of the foregoing (collectively,
"Receipts"). You acknowledge and agree that (i) the Agent has "Control" (as
defined in section 9-104 of the Uniform Commercial Code) of the Lockbox Account
and you are required to comply with the instructions of the Agent directing
disposition of the funds in the Lockbox Account without further consent by the
Originator, Servicer, SPC or any affiliate thereof and (ii) you shall at all
times maintain the Lockbox Account as a "Deposit Account" (as defined in section
9-102 of the Uniform Commercial Code). The Agent hereby appoints you as the
Agent's bailee for the Lockbox, Lockbox Account and all Receipts for the purpose
of perfecting the Agent's security interest in such collateral, and you hereby
accept such appointment and agree to be bound by the terms of this Agreement.
SPC hereby agrees to such appointment and further agrees that you, on behalf of
the Agent, shall be entitled to exercise, as directed in accordance with the
terms of this Agreement, any and all rights which the Agent may have in
connection with the transactions referenced in the first paragraph of this
Agreement or under applicable law with respect to the Lockbox, Lockbox Account,
all Receipts and all other collateral described in this paragraph.

     You will not be liable to Originator, SPC or the Agent for any expense,
claim, loss, damage or cost ("Damages") arising out of or relating to your
performance under this Agreement other than those Damages which result directly
from your acts or omissions constituting negligence. In no event will you be
liable for any special, indirect, exemplary or consequential Damages, including
but not limited to lost profits.

     Originator shall indemnify you against, and hold you harmless from, any and
all liabilities, claims, costs, expenses and damages of any nature (including
but not limited to allocated costs of staff counsel, other reasonable attorneys'
fees and any fees and expenses incurred in enforcing this Agreement) in any way
arising out of or relating to disputes or legal actions concerning this
Agreement, the Lockbox or the Lockbox Account. Originator agrees to pay to you,
upon receipt of your invoice, all costs, expenses and attorneys' fees (including
allocated costs for in-house legal services) incurred by you in connection with
the preparation and administration (including any amendments) and enforcement of
this Agreement. This paragraph does not apply to any cost or damage attributable
to your negligence or intentional
<PAGE>
[NAME OF LOCKBOX BANK]
PAGE 4



misconduct. Originator's obligations under this paragraph shall survive
termination of this Agreement.

     Notwithstanding any of the other provisions in this Agreement, in the event
of the commencement of a cause pursuant to Title 11, United States Code, filed
by or against SPC, or in the event of the commencement of any similar case under
then applicable federal or state law providing for the relief of debtors or the
protection of creditors by or against SPC, you may act as you deem necessary to
comply with all applicable provisions of governing statutes and shall be held
harmless from any claim of any of the parties for so doing, provided that you
shall not release any funds other than in accordance with (i) this Agreement or
(ii) an order of a court of competent jurisdiction.

     You hereby agree not to institute or join any other person or entity in
instituting, any suit pursuant to Title 11, United States Code, or any similar
suit or proceeding under then applicable state or federal law providing for the
relief of debtors or the protection of creditors, against SPC prior to the date
which is one year and one day after payment of all obligations of SPC to the
Agent (and the parties for which it is acting as agent) are paid in full. This
section shall survive any termination of this Agreement.

     You may terminate this Agreement upon 30 days' prior written notice to SPC
and the Agent. The Agent may terminate this Agreement upon 30 days' prior
written notice to SPC and you. Neither SPC nor the Servicer may terminate this
Agreement, except with the written consent of the Agent and upon 30 days' prior
written notice to you and the Agent. Originator may not terminate this
Agreement. Incoming mail addressed to the Lockbox or Lockbox Account (including,
without limitation, any direct funds transfer to the Lockbox Account) received
after any such termination shall be forwarded in accordance with the Agent's
instructions.

     You shall not assign or transfer your rights or obligations hereunder
(other than to the Agent) without the prior written consent (which consent shall
not be unreasonably withheld) of the Agent and SPC. Originator (except to the
extent of its limited capacity as Servicer) shall not assign or transfer its
rights and obligations hereunder without your consent and the consent of the
Agent. Neither SPC nor Servicer shall not assign or transfer its rights or
obligations hereunder without the consent of the Agent. The Agent may at any
time assign its rights and obligations hereunder upon notice to the other
parties hereto. Subject to the preceding sentences, this Agreement shall be
binding upon each of the parties hereto and their respective successors and
assigns, and shall inure to the benefit of, and be enforceable by, the Agent,
each of the parties hereto and their respective successors and assigns.

     This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof, and may not be altered, modified or
amended in any respect, nor except as set forth in the preceding paragraph may
any right, power or privilege of any party hereunder be waived or released or
discharged, except upon execution by you, SPC and the Agent of a written
instrument so providing. The terms and conditions of any agreement between
Originator and/or




<PAGE>
[NAME OF LOCKBOX BANK]
Page 5

SPC and you (a "Lockbox Service Agreement") (whether now existing or executed
hereafter) with respect to the lockbox arrangements, to the extent not
inconsistent with this Agreement, are made part of this Agreement with respect
to matters not explicitly covered in this Agreement. In the event that any
provision in this Agreement is in conflict with, or inconsistent with, any
provision of any such Lockbox Service Agreement, this Agreement will exclusively
govern and control. Each party agrees to take all actions reasonably requested
by any other party to carry out the purposes of this Agreement or to preserve
and protect the rights of each party hereunder.

     Any notice, demand or other communication required or permitted to be given
hereunder shall be in writing and may be (a) personally served, (b) sent by
courier service, (c) telecopied or (d) sent by United States mail and shall be
deemed to have been given when (a) delivered in person, (b) delivered by courier
service, (c) upon receipt of the telecopy or (d) five business days after
deposit in the United States mail (registered or certified, with postage prepaid
and properly addressed); provided, however, that notices to the Agent hereunder
shall not be effective until actually received by the Agent. For the purposes
hereof, the addresses of the parties hereto shall be as set forth below each
party's name below, or, as to each party, at such other address as may be
designated by such party in a written notice to the other parties.

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
STATE OF [NEW YORK]. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which counterparts, when so executed shall be deemed to be an original and all
of which counterparts, taken together, shall constitute one and the same
agreement. Delivery of an executed counterpart of the signature pages of this
Agreement by telecopier shall be equally effective as delivery of a manually
executed counterpart.

     Please evidence your agreement to the terms of, and acknowledge receipt of,
this Agreement by signing in the space provided below.

Very truly yours,

[ORIGINATOR NAME], AS ORIGINATOR AND    [SPC NAME]
SERVICER


By:                                     By:
   ---------------------------------       ------------------------------------

Title:                                  Title:
      ------------------------------          ---------------------------------

[ADDRESS]                               [ADDRESS]
Attention: [                ]           Attention: [                 ]
            ----------------                        -----------------
Telephone: [                ]           Telephone: [                 ]
            ----------------                        -----------------
Telecopy: [                 ]           Telecopy: [                  ]
           -----------------                       ------------------



<PAGE>
[NAME OF LOCKBOX BANK]
Page 6

[AGENT NAME], as Agent


By: ____________________________
Title: _________________________

[ADDRESS]
Attention: [_______________]
Telephone: [_______________]
Telecopy: [_______________]

ACKNOWLEDGED AND AGREED:

[NAME OF LOCKBOX BANK]

By: ____________________________
Title: _________________________
Date: __________________________

[ADDRESS]
Attention: [_______________]
Telephone: [_______________]
Telecopy: [_______________]
<PAGE>
                                                                      ANNEX A TO
                                                               LOCKBOX AGREEMENT

[NAME AND ADDRESS OF LOCKBOX BANK]

     Re:  Lockbox Agreement for
          Lockbox Numbers [________] and [________]
          and Lockbox Account Numbers [___________] and [____________]

Ladies and Gentlemen:

     Reference is made to the Lockbox Agreement, dated [____________] (the
"Lockbox Agreement"), among [ORIGINATOR NAME], [SPC NAME], the undersigned, as
Agent, and you concerning the above-described lockboxes and lockbox accounts. We
hereby give you notice of the termination of the Servicer's access to the
Lockbox and Lockbox Accounts as provided in the Lockbox Agreement.

     We hereby instruct you not to permit any other party to have access to the
above-described lockboxes and lockbox accounts and to make all payments to be
made by you out of or in connection thereunder directly to the undersigned upon
our instructions, at our address set forth above.



                                   Very truly yours,

                                   [AGENT NAME], as Agent


                                   By: _________________________________________
                                   Title: ______________________________________

                                   By: _________________________________________
                                   Title: ______________________________________

<PAGE>
                                                                   EXHIBIT 12.04


                                  ASSIGNMENT


     Assignment dated ________, 20__, made by the undersigned to __________
pursuant to the Third Amended and Restated Receivables Purchase Agreement dated
as of July 31, 2002 (as amended, supplemented, restated or otherwise modified
from time to time, the "Purchase Agreement"; capitalized terms defined therein
being used herein as therein defined) among SCI Funding, Inc., as Seller, SCI
Technology, Inc., as initial Servicer, Sanmina-SCI Corporation, as Guarantor,
the Purchasers party thereto, and Bank of America, National Association, as
Administrative Agent.

     In consideration of the payment of $_______, receipt of which payment is
hereby acknowledged, the undersigned hereby assigns to ___________ [all of] [an
undivided _____% interest in] the undersigned's right, title and interest in
and to the Undivided Interest purchased by the undersigned under the Purchase
Agreement.

     This Assignment is made without recourse except that the undersigned
hereby represents and warrants that it is the owner of that portion of the
Undivided Interest referred to above and that it has not created any Adverse
Claim upon or with respect to such Undivided Interest.

     This Assignment shall be governed by and construed in accordance with the
laws of the State of New York.

     IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed and delivered by its duly authorized officer or agent as of the date
first written above.


               [Assigning Purchaser]




               By ________________________


               Title: ____________________

<PAGE>
                                                                       EXHIBIT 1


                               CORPORATE GUARANTY

     In consideration of and to induce ___________________ ("Sanmina-SCI") to
enter into a ____________________ Agreement.


dated        :
("Agreement"),             ____________________________

between Sanmina-SCI and:   ____________________________
("Customer"),

Guarantor    :             ____________________________
("Guarantor")

with address at:           ____________________________

                           ____________________________

for itself, its successors and assigns, hereby gives this continuing, absolute,
irrevocable, and unconditional Guaranty to Sanmina-SCI.

     Guarantor guaranties the full, prompt performance, and complete payment of
all sums, obligations, liabilities and indebtedness that are or may become due
from Customer, whether at the stated due date, by demand or otherwise, under the
Agreement ("Guarantied Obligations") without deduction or setoff for any claims
or defenses of Customer or Guarantor. This Guaranty is a continuing Guaranty and
shall (i) remain in full force and effect until the indefeasible payment in full
of the Guarantied Obligations and any other amounts payable under this Guaranty
and (ii) be binding upon Guarantor, its successors and assigns. However, this
Guaranty may revoked by written notice. Any revocation shall not affect
liability for the Guarantied Obligations arising prior to Sanmina-SCI's receipt
of said written notice or revocation.

     In the event Customer shall fail punctually to pay unconditionally and in
full any sum due to Sanmina-SCI under the Agreement, Sanmina-SCI shall give
written notice of demand for payment therefore by mail or hand delivery to
Guarantor which shall become immediately liable upon receipt of said notice.
Such notice may be given any time after such payment was due from or for the
account of Customer under the Agreement without any requirement as to timeliness
and promptness. Guarantor agrees to pay in full all of such sums due and unpaid
within 15 days after receipt of said notice. Guarantor also agrees to pay on
demand reasonable attorney's fees and legal expenses incurred by Sanmina-SCI
subsequent to such date to secure payment from Guarantor or Customer.

     Guarantor expressly agrees that Sanmina-SCI may, without notice to or
consent of Guarantor, renew, settle, waive, release, compromise or extend the
Guarantied Obligations without waiving, limiting or otherwise affecting
Guarantor's liability hereunder and Guarantor expressly waives and releases any
defenses or claims it may have arising from or on account of any such renewal,
settlement, waiver, release, compromise or extension. Guarantor further
expressly agrees that its obligations hereunder shall not be released,
discharged or otherwise affected by (i) any modification or amendment of or
supplement to the Agreement, (ii) any release, non-perfection or invalidity of
any direct or indirect security for any obligation of Customer under the
Agreement, (iii) the existence of any claim, set-off or other rights which
Guarantor may have at any time against Customer, Sanmina-SCI or any other
person, whether in connection herewith or any unrelated transaction, provided
that nothing herein shall prevent the assertion of any such claim by separate
suite or counterclaim,


                                       1
<PAGE>
(iv) any invalidity or unenforceability relating to or against Customer for any
reason of the Agreement, or any provision of applicable law or regulation
purporting to prohibit the payment by Customer or the amounts payable by it
under the Agreement or (v) any other act or omission to act or delay of any
kind by Customer, Sanmina-SCI or any other person or any other circumstance
whatsoever which might, but for the provisions of this Guaranty, constitute a
legal or equitable discharge of Guarantor's obligations hereunder.

     If the time for payment of any Guarantied Obligation is stayed upon the
insolvency, bankruptcy or insolvency related reorganization of Customer, all
such amounts otherwise payable under the terms of the Agreement shall
nonetheless be immediately payable by Guarantor hereunder on written demand by
Sanmina-SCI. If at any time any payment of the Guarantied Obligations is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or insolvency related reorganization of Customer or otherwise,
Guarantor's obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.

     If Customer undergoes any change in its ownership or organizational
structure or otherwise assigns, transfers or delegates its obligations to any
assignee or transferee resulting from the operation of any assignment or
transfer permitted pursuant to the Agreement, this Guaranty shall continue to
extend to all sums due from or for the account of Customer or the new or
substituted legal entity.

     This Guaranty shall survive any and all bankruptcy or insolvency
proceedings of Guarantor.

     Guarantor agrees that a final judgment obtained in a court of competent
jurisdiction in any action or proceeding with respect to this Guaranty shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. To the extent that Guarantor has or
hereafter may acquire any immunity from jurisdiction of any court from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property, Guarantor hereby irrevocably waives such immunity in respect of
its obligations under this Guaranty.

     Sanmina-SCI shall not be obligated to elect remedies first which are
available to Sanmina-SCI in the Agreement and may secure payment first from
Guarantor. Securing payment from Guarantor will not constitute a waiver of
remedies against Customer for breach of the Agreement. Guarantor hereby
irrevocably waives, to the fullest extent permitted by applicable law,
diligence, presentment, demand (whether for non-payment or protest or otherwise)
and notice of acceptance, maturity, extension of time, change in nature or form
of the Guaranty Obligations (or any acceptance of security, release of security,
compromise or agreement arrived at as to the amount of, or the terms of, the
Guaranty Obligations, notice of adverse change in the financial condition of
Customer or any other fact which might materially increase the risk to
Guarantor) or all other demands whatsoever and all Guarantied Obligations shall
be conclusively presumed to have been created in reliance upon this Guaranty.
This Guaranty is not in any way directly or indirectly conditioned upon any
attempt to collect from Customer or upon any other event or contingency, and
shall be binding upon and enforceable against Guarantor without regard to the
validity or enforceability of the Guarantied Obligations or this Guaranty in any
jurisdiction in which Guarantor is domiciled or owns assets or conducts business
or under the laws of which Guarantor is organized  or is qualified or licensed
to do business. Guarantor stipulates that the remedies at law in respect of any
default or threatened default by Guarantor in the performance of or compliance
with any of the terms of this Guaranty are not and will not be adequate, and
that any such terms may be specifically enforced by a decree for specific
performance or by an injunction against violation of any such terms or
otherwise.



                                       2


<PAGE>
     Upon making any payment with respect to Customer hereunder, the Guarantor
shall be subrogated to the rights of Sanmina-SCI against Customer with respect
to such payment; provided that the Guarantor shall not enforce any payment by
way of subrogation until all amounts payable by Customer under the Guarantied
Obligations have been paid in full.

     This Guaranty has been duly authorized, executed and delivered by
Guarantor and constitutes a legal, valid and binding obligation of Guarantor
enforceable in accordance with its terms except to the extent that the
enforceability hereof may be limited by applicable bankruptcy, insolvency,
moratorium and other laws affecting creditors rights generally (regardless of
whether such rights are rights in equity or at law.). No authorization,
approval, consent or order of, or filing with, any court or state, or other
governmental authority or agency (i) is required in connection with the
execution and delivery of this Guaranty or the consummation of the transactions
contemplated hereby or (ii) is necessary for the validity or enforceability of
this Guaranty.

     The execution and delivery of this Guaranty and the consummation of the
transactions contemplated hereby will not conflict with or constitute a breach
of, or default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of Guarantor pursuant to, any
contract, indenture, mortgage, loan agreement, note, lease or other instrument
to which Guarantor is a party or by which it may be bound, or to which any of
the property or assets of Guarantor is subject, nor will such action result in
any violation of the provisions of the certificate or articles of incorporation
or other organizing documents or by-laws of Guarantor, or any applicable law,
administrative regulation or administrative or court decree known to it after
reasonable investigation.

     This Guaranty constitutes the entire agreement between the parties with
respect to the subject matter hereof. If any term or provision of this Guaranty
or application thereof shall be invalid or unenforceable, the remainder of this
Guaranty shall remain in full force and effect.

IN WITNESS WHEREOF, this agreement has been signed by an authorized officer of
Guarantor.

GUARANTOR:

Signature     }     ________________________________


Name (print)  }     ________________________________
Title         }     ________________________________
Address       }     ________________________________


Telephone     }     ________________________________
Date          }     ________________________________

WITNESS:

Signature     }     ________________________________


Name (print)  }     ________________________________
Title         }     ________________________________

                                       3

<PAGE>
                                   Exhibit I-1

                              (Company Letterhead)
                               GUARANTY OF PAYMENT
                                (BY CORPORATION)
                                      DATE

TO:    SCI Systems, Inc.
       2101 W. Clinton Ave.
       Huntsville, AL 35805

Attention:  Michael Ledbetter, Asset Management

      As an inducement for SCI Systems, Inc and its subsidiaries ("SCI") to
enter into agreements and accept purchase orders for SCI's products and services
("Orders") from <Customer>, it's subsidiaries and affiliates or any direct or
indirect subsidiary ("Subsidiary"), of <Parent>. ("Guarantor"), Guarantor hereby
guarantees to SCI the punctual payment when due of any and all obligations to
SCI as a result of the terms and conditions of such agreements and Orders,
including any addends and amendments thereof ("Obligation"), even though the
Guarantor is not a party thereto.

      If Subsidiary fails to pay any such Obligation as and when due and
payable, Guarantor shall immediately pay to SCI, upon SCI's demand, the full
amount of such Obligation. In the event that suit is successfully instituted by
SCI to collect on this guaranty, Guarantor further guarantees payment to SCI of
all of SCI's reasonable costs, including attorney's fees, associated with
collecting such Obligation from Guarantor and subsidiary.

      This guaranty is effective as of the date hereof, is a continuous guaranty
and shall continue in full force and effect until a written notice of revocation
is received by SCI at the above address. Any revocation shall not affect your
liability for Obligations guaranteed prior to SCI's receipt of such notice of
revocation. This guaranty shall survive any bankruptcy, liquidation, and
insolvency proceedings or the like brought by or against Subsidiary or
Guarantor.

      Guarantor does not and shall not require notice from SCI of acceptance of
this guaranty, or acceptance of any extensions of credit in connection with
acceptance of Orders by SCI, or any other notice which may be required by law
except that SCI shall give Guarantor notice of non-payment by Subsidiary prior
to demand for payment hereunder.

DECLARATION OF CORPORATE SECRETARY                    GUARANTOR

The undersigned further certifies
that, as of the date hereof,
_________________ is the duly
elected and acting (title of                          By:
authorized officer) of Guarantor                      Name:
and the following is his/her                          Date:
genuine signature: _______________
                     (signature)
IN WITNESS WHEREOF, the undersigned
has executed this
certificate as of the ____day
of _____________, 19__.

                  _____________________
                       (signature)


</TEXT>
</DOCUMENT>
