Exhibit 10 (c)

June 25, 2000

Mr. Teiji Ogawa
Richardson Electronics, KK
Q-dan 1991 Bldg
1-12- Fujimi Chioda-ku
Tokyo, Japan

Attn : Mr. Ogawa

Dear Sirs

FACILITY OF YEN300,000,000

We refer to your recent request and are pleased to advise you
that Bank One, NA, Tokyo Branch (hereinafter called the "Bank")
is prepared, subject to satisfactory completion of legal
documentation and upon the following terms and conditions, to
grant to Richardson Electronics KK (hereinafter called the
"Borrower" or the "Company") a credit facility of up to
YEN300,000,000 (Japanese Yen Three Hundred Million).

1) Limits

Credit Limit - YEN300,000,000  (i.e. the aggregate principal
amount owing by the Company (whether actual or contingent) shall
not exceed YEN300,000,000.00).  This facility shall be available
for direct advances, bill discounting, bid bonds, bank
guarantees and foreign exchange activities.

2) Pricing

(a) Direct Advances: for Yen draw down. The following pricing
matrix shall apply, with financial terms measured at the time
and manner set forth in the U.S. Revolver (as hereinafter
defined).

REVOLVER PRICING MATRIX (Based on the provisions of U.S.
Revolver)

           Senior Funded Debt/      REVOLVER      FACILITY
LEVEL        EBITDA Ratio             RATE           FEE
   1            >2.00             TIBOR + 175       0.25%
   2        1.51 to 2.00          TIBOR + 150       0.25%
   3        1.00 to 1.50          TIBOR + 125       0.25%
   4            <1.00             TIBOR + 100       0.25%

Tested, effective, and paid at the times provided in the U.S.
Revolver.

(b) Up Front Fee of 1/8% (0.125%) of the Credit Limit.  Both the
Commitment Fee and Facility Fee above to be payable by
Richardson Electronics, Ltd. (the "Guarantor").

3) Purpose

The Facilities shall be used for working capital purposes but
the Bank shall not be obliged to ensure that it is so utilised.

4) Yen Current Account

The bank account will be in the name of the Borrower.

5) Direct Advance Facility

Advances will be made by the Bank if not later than 10 a.m.
(Tokyo time) two (2) Business Days before the proposed date of
an Advance, the Bank has received from the Company a Notice of
Advance in writing specifying (a) the proposed date of the
Advance, (b) the amount of that direct advance (which shall be a
minimum and in integral multiples of Yen1,000,000) and (c)
details of the bank account to which the proceeds are to be
credited or such other manner of disbursement as the Borrower
shall specify. Notwithstanding the foregoing, the Bank may, at
its absolute discretion, agree to make an advance on the
proposed date of Advance at the request of the Company made by
telephone provided that a Notice of Advance is delivered to the
Bank (by fax) on or before 3.00 p.m. (Tokyo time) two (2)
business days before the proposed date of Advance. All Notices
of Advance (whether verbally or in writing) shall be
irrevocable.

6) Final Maturity Date

July 1, 2004

7) Payment and Repayment

Repayment in full of all outstanding sums owing under the
Facilities on or before the Final Maturity Date.  Accrued
interest shall be payable on the last day of the relevant
Interest Period.

The Borrower shall on demand by the Bank pay all monies which
the Bank has been requested to pay under any bank guarantees,
bid bonds and the like issued by the Bank at the Borrower's
request (whether or not the Bank has already paid such monies).

The Borrower unconditionally and irrevocably undertakes to keep
the Bank fully indemnified from and against all liabilities,
claims, damages, judgments, costs (including costs on a full
indemnity basis), expenses and disbursements of any kind
whatsoever, legal or otherwise, which the Bank may sustain, or
incur under or in connection with such guarantees, bid bonds and
the like issued by the Bank. The Borrower shall on demand by the
Bank either procure the release and discharge of the Bank's
liability under all bank guarantees, bid bonds and the like
issued by it or pay to the Bank an amount equal to the aggregate
amount guaranteed by the Bank under all guarantees and bid bonds
issued by it (which shall be charged to the Bank as security for
the discharge of the Bank's obligations under such guarantees
and bid bonds).

8) Conditions Precedent

The Company's right to utilize the Facility and the obligation
of the Bank to advance the same shall be subject to the
conditions precedent that the following documents have been
delivered to the Bank in form and substance satisfactory to the
Bank:

  (a) Certified true copy of the Company's Memorandum and
      Articles of Association;

  (b) Certified true copy of the Certificate of Incorporation
      of the Company;

  (c) The duplicate of this letter duly endorsed with the
      Company's acceptance;

  (d) Guaranty executed by the Guarantor.

  (e) Most recent copy of the Borrower's fiscal year end
      financial statements.

  (f) Any other documents and/or evidence which may be required
      by the Bank from time to time.

9) Events of Default

As per the Bank's Standard Terms and Conditions and in the
Agreement on Bank Transactions.  In addition to the events of
default listed in the Bank's Standard Terms and Conditions and
in the Agreement on Bank Transactions, it shall also be an event
of default for purposes of the Facilities described in this
letter (i) a Default shall have occurred under the Amended and
Restated Loan Agreement dated as of July 1, 2000 among the
Guarantor, Various Lending Institutions, and American National
Bank And Trust Company Of Chicago, As Agent (the "U.S.
Revolver"), or (ii) the U.S. Revolver shall have been
terminated, cancelled or prepaid without the same action being
taken with respect to the Facilities set forth in this Committed
Facility letter.

10) Undertakings

The Company undertakes and agrees with the Bank that, so long as
any sum remains to be lent or remains payable hereunder and/or
any other security document to which it is a party, it will
notify the Bank of the occurrence of any Event of Default
immediately upon becoming aware of it and will at the Bank's
request deliver to the Bank a certificate confirming that no
Event of Default has occurred or if any Event of Default has
occurred, setting out details of the Event of Default and the
action taken or proposed to be taken to remedy it.

11) Representations & Warranties

The Company represents and warrants to the Bank that:

(a) Status: it is a corporation duly established and validly
existing under the laws of Japan, and it has the power and
authority to own its assets and to conduct the business which it
conducts and/or proposes to conduct;

(b) Powers: it has the power to enter into, exercise its rights
and perform and comply with its obligations hereunder and any
other security document to which it is a party;

(c) Authorization and Consents: all action, conditions and
things required to be taken, fulfilled and done (including the
obtaining of any necessary consents) in order  (i) to enable it
lawfully to enter into, exercise its rights and perform and
comply with its obligations hereunder and any other security
document to which it is a party, (ii) to ensure that those
obligations are legally binding and enforceable and (iii) to
make this Facility Letter and any other security document to
which it is a party admissible in evidence in the courts of
Japan have been taken, fulfilled and done;

(d) Non-Violation of Laws Etc: its entry into, exercise of its
rights and/or performance of or compliance with its obligations
hereunder and any other security document to which it is a party
do not and will not violate  (i) any law to which it is subject
or (ii) any provision of its Memorandum and Articles and
Association or (iii) any agreement to which it is a party or
which is binding on it or its assets, and do not and will not
result in the existence of, or oblige it to create, any security
over those assets;

(e) No Misstatement: no information, exhibit or report furnished
in writing by it  to the Bank in connection with the negotiation
of this Facility Letter or any other security document to which
it is a party contained any misstatement of fact as at the date
of such exhibit or report or as at the date when such
information was given which was material in the context of this
Facility Letter or any other security document to which it is a
party or omitted to state a fact as at such date which in any
such case would be materially adverse to the interests of the
Bank under this Facility Letter or any other security document
to which it is a party; and

(f) Repetition: each of the above warranties will be correct and
complied with in all respects so long as any sum remains to be
lent or remains payable hereunder and/or any other security
document to which it is a party as if repeated then by reference
to the then existing circumstances.

12) Increased Cost

If following the introduction of or any change in law or
regulation or compliance with any directive from or requirement
of any governmental or monetary authority, there shall be any
increase in the cost to the Bank in its cost of funding, making
or maintaining the Facilities or any sum received or receivable
by it or its effective return in respect of any of the
Facilities is reduced ("Increased Costs and/or Reduction"), then
the Company shall pay to the Bank an amount equal to such
Increased Costs and/or Reduction.

13) Change In Law

If at any time the Bank determines that it is or will become
unlawful or contrary to any law or rule, regulation, directive,
guideline or request from the Monetary Authority of Japan, any
central bank or other governmental agency or self-regulating
authority, whether or not having the force of law ("Directives")
for the Bank to make, fund or maintain the Facilities or any
part thereof or give effect to its obligations in respect
thereof the Bank shall notify the
Borrower thereof whereupon the Borrower shall repay to the Bank
forthwith all amounts
outstanding to the Bank or such part thereof as the Bank may
require.

14) Other Terms

(a) Currency Indemnity: Any payment or payments made to or any
amount received or recovered by the Bank in respect of any sum
expressed to be due to it from the Company under or in
connection with this Facility Letter in a currency (such
currency hereinafter referred to as the "Relevant Currency")
other than the currency in which such sum or sums are expressed
to be payable under this Facility Letter (such currency
hereinafter referred to as the "Currency of Account") (whether
as a result of, or of the enforcement of, a judgment or order of
a court of any jurisdiction, in the winding-up of the Company or
otherwise) shall only constitute a discharge to the Company to
the extent of the Currency of Account which the Bank is able, in
accordance with its usual practice, to purchase with the amount
so received or recovered in the Relevant Currency on the date of
that receipt or recovery (or, if it is not practicable to make
that purchase on that date, on the first date on which it is
practicable to do so). If the amount of the Currency of Account
is less than the amount expressed to be due to the Bank under
this Facility Letter, the Company shall indemnify it against any
loss sustained by it as a result. In any event, the Company
shall indemnify the Bank against the cost of making any such
purchase.  For this purpose, it shall be sufficient for the Bank
to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

(b) Payments and Taxes: Each payment to be made by the Borrower
to the Bank shall be made in immediately available funds in the
Currency of Account, at such place and/or account as the Bank
shall notify the Borrower and shall be made in full  (i) free of
any restriction or condition (ii) without set-off or
counterclaim and (iii) free and clear of and without deduction
or withholding for any present or future taxes, goods or
services tax, duties, levies or other deductions of whatever
nature ("Taxes"). If the Borrower is compelled by law to make
such deduction or withholding it shall pay such Taxes and shall
pay to the Bank such additional amounts as may be necessary for
the Bank to receive on the due date of each relevant payment and
retain a net amount equal to the sum it would have received and
retained had no such deduction or withholding been required or
made.

15) Governing Law

This Committed Facility Letter shall be governed by the Laws of
Illinois.

16) Jurisdiction

The Company submits to the non-exclusive jurisdiction of the
courts of Illinois.


Where terms and conditions are not already expressly indicated
above, our "Standard Terms and Conditions" attached hereto and
other terms and conditions contained in the Bank's standard
printed forms applicable to each Facility granted shall apply.
Where there is any conflict between the terms expressly
indicated herein and the former, the terms and conditions of
this Facility Letter shall prevail.

Kindly confirm your acceptance of our terms and conditions by
signing and affixing your Company's stamp on the duplicate of
this Facility Letter and returning the same to us together with
the attached Standard Terms and Conditions and your Company's
resolutions. This letter supercedes all previous Facility
Letters.

Yours faithfully
for Bank One, NA











TO: BANK ONE, NA

We confirm acceptance of the Facility on the above stipulated
terms and conditions and hereby irrevocably give permission to
the Bank and its officers and employees in Tokyo to disclose at
any time any information concerning any matters or transactions
in relation to the Facility and any account (including any
information whatsoever regarding monies in or other relevant
particulars of such account) which we now have or may hereafter
have with the Bank to

any guarantor(s), co-debtor(s), co-mortgagors(s), joint
holder(s), or any authority;

(b) any potential assignee or transferee or guarantor or any
other person who has entered into or is proposing to enter in
contractual arrangements with the Bank or us; and

(c) any officers and employees of the Bank, its head office
and/or other branches, agencies and representative offices
within and outside Tokyo.


Authorized signatory:       /s/ Teiji Ogawa


Company Stamp:              _________________________


Designation:                _________________________



for and on behalf of        _________________________
Richardson Electronics KK   Date


                        GUARANTY

GUARANTY:  To induce Bank One, NA, directly or through any of
its branches, offices, subsidiaries or affiliates
(collectively, the "Lender"), in its sole discretion, to make
loans or extend or continue credit, including letters of credit,
interest rate exchange contracts, and foreign exchange
contracts, to Richardson Electronics, KK, a company organized
and existing under the laws of Japan (the "Borrower"), whether
to the Borrower alone or to the Borrower and others, and because
the undersigned (the "Guarantor") has determined that executing
this Guaranty is in its interest and to its financial benefit,
the Guarantor, as primary obligor and not merely as surety,
absolutely and unconditionally guarantees to the Lender  the
prompt payment when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter, of any
and all existing and future indebtedness, obligation and
liability of every kind, nature and character, direct or
indirect, absolute or contingent (including, without limitation,
all renewals, extensions and modifications thereof, and all
monetary obligations incurred or accrued during the pendency of
any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such
proceeding), of the Borrower to the Lender howsoever and
whensoever created, arising, evidenced or acquired (the
"Obligations").  The Guarantor further agrees to pay all
reasonable costs and expenses including, without limitation, all
court costs and attorneys' and paralegals' fees and expenses
paid or incurred by the Lender in endeavoring to collect all or
any part of the Obligations from, or in prosecuting any action
against, the Borrower, the Guarantor or any other guarantor of
all or any part of the Obligations (such costs and expenses,
together with the Obligations, collectively the "Guaranteed
Debt").  The Guarantor further agrees that the Guaranteed Debt
may be extended or renewed in whole or in part without notice to
or further assent from it, and that it remains bound upon its
guarantee notwithstanding any such extension or renewal.

NATURE OF GUARANTY:  This Guaranty is a guaranty of payment and
not of collection. The Guarantor waives any right to require the
Lender to sue the Borrower, any other guarantor, or any other
person obligated for all or any part of the Guaranteed Debt, or
otherwise to enforce its payment against any collateral securing
all or any part of the Guaranteed Debt.

NO DISCHARGE OR DIMINISHMENT OF GUARANTY:  Except as otherwise
provided herein and to the extent provided herein, the
obligations of the Guarantor hereunder are not subject to any
reduction, limitation, impairment or termination for any reason
(other than the indefeasible payment in full in cash of the
Guaranteed Debt), including any claim of waiver, release,
surrender, alteration, or compromise of any of the Guaranteed
Debt, and is not subject to any defense or setoff, counterclaim,
recoupment, or termination whatsoever by reason of the
invalidity, illegality, or unenforceability of the Guaranteed
Debt or otherwise.  Without limiting the generality of the
foregoing, the obligations of the Guarantor hereunder are not
discharged or impaired or otherwise affected by the failure of
the Lender to assert any claim or demand or to enforce any
remedy with respect to the Guaranteed Debt, by any waiver or
modification of any provision of any agreement relating to the
Guaranteed Debt, by any default, failure or delay, willful or
otherwise, in the performance of the Guaranteed Debt, or by any
other circumstance, act or omission that might in any manner or
to any extent vary the risk of the Guarantor or that would
otherwise operate as a discharge of the Guarantor as a matter of
law or equity (other than the indefeasible payment in full in
cash of the Guaranteed Debt).

DEFENSES WAIVED:  To the fullest extent permitted by applicable
law, the Guarantor waives any defense based on or arising out of
any defense of the Borrower or the unenforceability of all or
any part of the Guaranteed Debt from any cause, or the cessation
from any cause of the liability of the Borrower, other than the
indefeasible payment in full in cash of the Guaranteed Debt.
The Lender may, at its election, foreclose on any security held
by it by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Guaranteed Debt, make any
other accommodation with the Borrower, any other guarantor or
any other person liable on the Guaranteed Debt or exercise any
other right or remedy available to it against the Borrower, any
other guarantor or any other person liable on the Guaranteed
Debt, without affecting or impairing in any way the liability of
the Guarantor under this Guaranty except to the extent the
Guaranteed Debt has been fully and indefeasibly paid in cash.
To the fullest extent permitted by applicable law, the Guarantor
waives any defense arising out of any such election even though
that election may operate, pursuant to applicable law, to impair
or extinguish any right of reimbursement or subrogation or other
right or remedy of the Guarantor against the Borrower, any other
guarantor or any other person liable on the Guaranteed Debt, as
the case may be, or any security.

FOREIGN CURRENCY:  The specification of payment in a specific
currency at a specific place and time pursuant to the
documentation relating to the Guaranteed Debt is essential.
That currency or those currencies are also the currency of
account and payment under this Guaranty.  If the Guarantor is
unable for any reason to effect payment of a specific currency
(other than United States currency) as required by the preceding
sentence or if the Guarantor defaults in the payment when due of
any amount of a specific currency (other than United States
currency) under this Guaranty, the Lender may, at its option,
require such payment to be made to the Head Office of the Lender
in the equivalent amount in United States currency at the
Lender's then current selling rate for electronic transfers of
that currency to the place or places where the Guaranteed Debt
was payable.  In the event that any payment, whether pursuant to
a judgment or otherwise, does not result in payment of the
amount of currency due under this Guaranty, upon conversion to
the currency of account and transfer to the place specified for
payment, the Lender has an independent cause of action against
the Guarantor for the deficiency.

RIGHTS OF SUBROGATION:  The Guarantor will not enforce any
rights of subrogation, contribution or indemnification that it
has against the Borrower, any person liable on the Guaranteed
Debt, or any collateral, until the Borrower and the Guarantor
have fully performed all their obligations to the Lender.

REINSTATEMENT:  If at any time any payment of any portion of the
Guaranteed Debt is rescinded or must otherwise be restored or
returned upon the insolvency, bankruptcy, or reorganization of
the Borrower or otherwise, the Guarantor's obligations under
this Guaranty with respect to that payment shall be reinstated
at such time as though the payment had not been made and whether
or not the Lender is in possession of this Guaranty.

INFORMATION:  The Guarantor assumes all responsibility for being
and keeping itself informed of the Borrower's financial
condition and assets, and of all other circumstances bearing
upon the risk of nonpayment of the Guaranteed Debt and the
nature, scope and extent of the risks that the Guarantor assumes
and incurs under this Guaranty, and agrees that the Lender does
not have any duty to advise the Guarantor of information known
to it regarding those circumstances or risks.

TERMINATION:  The Lender may continue to make loans or extend
credit to the Borrower based on this Guaranty until five days
after it receives written notice of termination from the
Guarantor.  Notwithstanding receipt of any such notice, the
Guarantor will continue to be liable to the Lender for any
Guaranteed Debt created, assumed or committed to prior to the
fifth day after receipt of the notice, and all subsequent
renewals, extensions, modifications and amendments with respect
to, or substitutions for, all or any part of that Guaranteed
Debt.

TAXES:  All payments of the Guaranteed Debt will be made by the
Guarantor free and clear of and without deduction for or on
account of any and all present or future taxes, levies, imposts,
duties, charges, deductions or withholdings of whatever nature
imposed by any governmental authority with respect to such
payments, but excluding franchise taxes and taxes imposed on
overall net income of the Lender (collectively, "Taxes").  If
the Guarantor is required by law to deduct any Taxes from or in
respect of any sum payable to the Lender under this Guaranty,
(a) the sum payable must be increased as necessary so that after
making all required deductions (including deductions applicable
to additional sums payable under this provision) the Lender
receives an amount equal to the sum it would have received had
no such deductions been made, (b) the Guarantor must then make
such deductions, and must pay the full amount deducted to the
relevant authority in accordance with applicable law, and (c)
the Guarantor must furnish to the Lender within 45 days after
their due date certified copies of all official receipts
evidencing payment thereof.

SEVERABILITY:  The provisions of this Guaranty are severable,
and in any action or proceeding involving any state corporate
law, or any state, federal or foreign bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors
generally, if the obligations of the Guarantor under this
Guaranty would otherwise be held or determined to be avoidable,
invalid or unenforceable on account of the amount of the
Guarantor's liability under this Guaranty, then, notwithstanding
any other provision of this Guaranty to the contrary, the amount
of such liability shall, without any further action by the
Guarantor or the Lender, be automatically limited and reduced to
the highest amount that is valid and enforceable as determined
in such action or proceeding.

REPRESENTATIONS BY GUARANTOR:  The Guarantor represents that:
(a) it is duly organized, existing and in good standing under
the laws where it is organized; (b) the execution and delivery
of this Guaranty and the performance of the obligations it
imposes (i) are within its powers; (ii) have been duly
authorized by all necessary action of its governing body; and
(iii) do not violate any law, conflict with the terms of its
articles of incorporation or organization, its by-laws or any
agreement by which it is bound or require the consent or
approval of any governmental authority or any third party; (c)
this Guaranty is a valid and binding agreement, enforceable
according to its terms; and (d) all balance sheets, income
statements, and other financial statements furnished to the
Lender are accurate and fairly reflect the financial condition
of the organizations and persons to which they apply on their
effective dates, including contingent liabilities of every type,
which financial condition has not changed materially and
adversely since those dates.

INCORPORATION: The Guarantor agrees that so long as all or any
portion of the Guaranteed Debt remains outstanding, it will
observe, for the benefit of the Lender, the covenants and events
of default set forth in the Guaranty dated July 1, 2000 entered
into by the Guarantor in favor of American National Bank and
Trust Company of Chicago as Administrative Agent  (the "ANB
Guaranty"), which provisions and related definitions are
incorporated by reference, mutatis mutandis.  Those provisions
and definitions remain in effect until this Guaranty is no
longer in force, notwithstanding any amendment, modification, or
termination of the ANB Guaranty.  A Default under and as defined
in the ANB Guaranty constitutes an event of default under this
Guaranty, which entitles the Lender to accelerate the
Guarantor's obligations under this Guaranty and to exercise any
and all of the remedies set forth in this Guaranty.

LENDING INSTALLATIONS:  The Guaranteed Debt may be booked at any
office, branch, subsidiary or affiliate of the Lender, as
selected by the Lender.  All terms of this Guaranty apply to and
may be enforced by or on behalf of any such office, branch,
subsidiary or affiliate of the Lender.  Without limiting the
rights of the Lender under applicable law, the Guarantor
authorizes the Lender to apply any sums standing to the credit
of the Guarantor with any such office, branch, subsidiary or
affiliate of the Lender toward the payment of the Guaranteed
Debt by the Guarantor under this Guaranty, whether or not all or
any part of the Guaranteed Debt is then due.

NOTICES:  All notices, requests and other communications to any
party under this Guaranty must be in writing (including bank
wire, facsimile transmission or similar writing) and must be
given to that party, in the case of the Guarantor, at its
address or facsimile number set forth on the signature page
hereof and, in the case of the Lender, at its Head Office or as
otherwise specified in a notice by one party to the other.  Each
notice, request or other communication is effective (i) if given
by facsimile transmission, when transmitted to the facsimile
number specified below and confirmation of receipt is received,
(ii) if given by mail, 72 hours after the communication is
deposited in the mails with first class postage prepaid,
addressed as specified above, or (iii) if given by any other
means, when delivered at the address specified above.

MISCELLANEOUS:  No provision of this Guaranty may be amended,
supplemented or modified, or any of its terms and provisions
waived, except by a written instrument executed by the Lender
and the Guarantor.  No failure on the part of the Lender to
exercise, and no delay in exercising, any right under this
Guaranty waives that right; nor does any single or partial
exercise of any right under this Guaranty preclude any other or
further exercise of that or any other right.  The remedies
provided in this Guaranty are cumulative and not exclusive of
any remedies provided by law.  This Guaranty binds the Guarantor
and its successors and assigns, and benefits the Lender and its
successors and assigns.  The use of headings does not limit the
provisions of this Guaranty.

GOVERNING LAW:   THIS GUARANTY IS TO BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO THE LENDER.

CONSENT TO JURISDICTION:  THE GUARANTOR IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AND THE
GUARANTOR IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR LATER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT
FORUM.  THIS PROVISION DOES NOT LIMIT THE RIGHT OF THE LENDER TO
BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF ANY
OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE GUARANTOR
AGAINST THE LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
GUARANTY SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

WAIVER OF JURY TRIAL:  THE GUARANTOR AND THE LENDER EACH WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS GUARANTY OR THE RELATIONSHIP IT ESTABLISHES.



Dated: July 1, 2000             GUARANTOR:

Address for Notices:
PO Box 393                      Richardson Electronics, Ltd.
40W267 Keslinger Road
LaFox, Illinois 60147-0393      By: /s/ William J. Garry

Facsimile No.  630-208-2950     Title: Senior V.P. & C.F.O.




BANK ONE, NA, TOKYO BRANCH


Standard Terms and Conditions relating to Japanese yen-
denominated banking facilities (the "Facilities") granted by the
Bank One, NA, Tokyo Branch (the "Bank") forming part of the
Bank's Facility Letter to Richardson Electronics KK (the
"Borrower").  These Standard Terms and Conditions, together with
the Agreement on Bank Transactions, supplement the Facility
Letter.  In the event of a conflict or inconsistency between the
terms of these Standard Terms and Conditions and the Agreement
on Bank Transactions, the terms of the Agreement on Bank
Transactions shall govern and control.

A GENERAL

1. Interest

1.1 Interest for bills facilities (including without limitation,
additional or overdue interest) shall be calculated on a daily
basis and based on a 360-day year or such other basis as may be
determined by the Bank from time to time.

1.2 All interest (whether under this clause or any other clause
hereof) shall be charged and payable at the respective rates and
payable at the times provided under the Facility Letter and
these Terms and Conditions up to the date of full payment of the
amounts due, as well after as before any judgment obtained in
respect thereof.

2. Additional Interest

2.1 Interest on overdue payments in respect of bills facilities
shall be charged at the rate of 3% per annum above the
contracted rate in the Facility Letter or the Overdue Interest
Rate, whichever is the lower, or such other rate (s) as the Bank
may determine from time to time.

2.2 Interest on any bills facilities utilised by the Borrower
prior to formal activation of the Facilities pursuant to the
Facility Letter issued by the Bank to the Borrower or on an
adhoc basis shall be charged at 3% per annum above the Japanese
yen Rate or such other rate (s) as the Bank may determine from
time to time. Interest on overdue payments in respect of such
facilities used prior to such formal activation shall be charged
at the Overdue Interest Rate.

2.3 Upon recall of any of the Facilities, interest shall be
charged at the Overdue Interest Rate on the outstanding
principal, interest and other money (s) due and owing to the
Bank from the date of recall until the date of full payment.

3. Commission

3.1 Commission on bank guarantees shall be calculated based on
the validity period (including the claims period) of the
guarantee subject to a minimum duration of one year and the
Bank's minimum charge prevailing from time to time. Commission
shall be payable in one lump sum in advance.

4. Fees and Other Expenses

4.1 The Borrower shall pay:

   4.1.1 all GST, stamp duties, registration fees, reasonable
legal fees, administrative fees and reasonable out-of-pocket
expenses incurred by the Bank in connection with the Facilities
and the preparation, execution, registration of the security
documents (if any) and perfection of the security (if any), and
all other documents required by the Bank in relation to the
Facilities at such time deemed appropriate by the Bank; and

   4.1.2 all legal fees as between solicitor and client on a
full indemnity basis and all other costs and disbursements in
connection with demanding and enforcing payment of moneys due
and owing to the Bank under or in connection with the
Facilities.

all fees associated with the issuance and fronting of letters of
credit.

all fees and interest if any payment under a credit facility
occurs on a date which is not the last day of the applicable
interest period for such a credit facility, whether because of
acceleration, prepayment or otherwise, the Borrower will
indemnify the Bank for any loss or cost incurred by it resulting
therefrom, including, without limitation, any loss or cost in
liquidating or redeploying deposits acquired to fund or maintain
the credit facility.

4.2 Any such fees and expenses and any insurance premiums,
property tax, valuation fees, GST, governmental or statutory
levies and taxes and any other costs, charges, expenses and
payments due and unpaid by the Borrower may be met by the Bank
at its discretion; and interest on such amounts paid on behalf
of the Borrower by the Bank shall be charged at the Overdue
Interest Rate from the date of payment by the Bank to the date
of full repayment thereof by the Borrower to the Bank.

5. Right to Debit Accounts

   The Bank shall have the right (but not the obligation) at any
time and without prior notice to the Borrower to debit the
Borrower's account with interest, charges, commission, fees,
expenses, normal bank charges, costs,  GST and other taxes and
levies, amounts overdue in respect of trust receipts, term
bills, performance guarantees, indemnities, bonds, loans and all
other moneys whatsoever due and owing from the Borrower to the
Bank under or in connection with the Facilities. If such
debiting causes the Borrower's account to be overdrawn, interest
shall be payable on the amount overdrawn at the Overdue Interest
Rate calculated on a daily basis with monthly rests and based on
a 360-day year subject to a monthly minimum charge of Yen 1,000
or such other amount as may be determined by the Bank from time
to time.

6. Right of Set-off

   In addition to any lien, right of set-off or other rights
which the Bank may have, the Bank shall be entitled at any time
and without notice to the Borrower to combine or consolidate all
or any of the accounts and liabilities of the Borrower with or
to the Bank (in Japan or elsewhere) or set-off or transfer any
sum or sums standing to the credit of one or more of such
accounts in or towards the satisfaction of any of the
liabilities of the Borrower to the Bank on any other account or
accounts (in Japan or elsewhere) or in any other respect whether
such liabilities be actual or contingent, primary or collateral,
several or joint, or such accounts be held by the Borrower
alone, jointly or jointly with any other persons and
notwithstanding that the credit balances on such accounts and
the liabilities on any other accounts may not be expressed in
the same currency and the Bank shall have the right to effect
any necessary conversions at its own rate of exchange then
prevailing.

7. Information

   The Borrower/guarantor shall supply to the Bank immediately
upon request all statements, information, materials and
explanations (except information of a proprietary nature)
regarding the operations and finances of the Borrower/guarantor
as may be reasonably required by the Bank from time to time.

8. Certificates and Statements

   A statement or certificate signed by the President, Deputy
President, Executive Vice President, Senior Vice-President,
Vice-President, Assistant Vice President, Treasurer, Legal
Officer or any authorised officer of the Bank as to (i) the
moneys and liabilities for the time being due to or incurred by
the Bank, (ii) its costs of funds, or (iii) any interest rate
applicable to the Facility Letter shall subject only to clerical
mistakes appearing on the face of the statement or certificate
be final and conclusive and be binding on the Borrower.

9. Notice of Demand

   Any demand for payment of moneys or other demand or notice in
relation to the Facilities or any matters hereunder arising out
of an Event of Default may be signed by the President, Deputy
President, Executive Vice President, Senior Vice President,
First Vice President, Vice President, Assistant Vice President,
Treasurer, Legal Officer or other authorised officer for the
time being of the Bank or by the Bank's solicitors, and made by
letter addressed to the Borrower and sent by post to or left at
the registered office or principal place of business (where
applicable) in Japan or address in Japan of the Borrower in the
records of the Bank and a notice or demand so given or made
shall be deemed to be given or made or received on the day it
was so left or the day following that on which it is posted as
the case may be notwithstanding that it is returned by the post
office undelivered. In addition where there is more than one
Borrower, any demand or notice may be served by the Bank on
either/any of the Borrowers only and such service shall be
deemed to be sufficient service in respect of both/all the
Borrowers.

10. Events of Default

10.1 The outstanding facilities together with accrued interest
and all other monies payable to the Bank shall become
immediately due and payable and the Bank's security shall become
immediately enforceable without further demand in any of the
following events:

   10.1.1 if the Borrower or any guarantor fails to pay the Bank
(a) on demand, any monies on the facilities granted or (b) on
due date, any loan repayments, or (c) fails to perform or comply
with any one or more of its other obligations under the Facility
Letter and if in the opinion of the Bank that default is capable
of remedy, it is not in the opinion of the Bank remedied within
15 days after notice of that default has been given to it by the
Bank; or;

   10.1.2 if legal proceedings of any nature shall be instituted
against the Borrower or any guarantor or any event occurs or
circumstances arise including changes in the financial
conditions of the Borrower or any guarantor which, in the
opinion of the Bank, would materially and adversely affect the
Borrower's or the guarantor's ability to repay the Bank;

   10.1.3 if the Borrower or guarantor is (or could be deemed by
law or a court to be) insolvent, is unable to pay its debts as
they fall due, stops, suspends or threatens to stop or suspend
payment of all or any part (or of a particular type) of its
indebtedness, begins negotiations or takes any proceeding or
other step with a view to readjustment, rescheduling or deferral
of all of its indebtedness (or of any part or a particular type
of its indebtedness which it will otherwise be unable to pay
when due), or proposes or makes a general assignment or an
arrangement or composition with or for the benefit of the
relevant creditors, or ceases or threatens to cease to carry on
its business or any part of its business, or a moratorium is
agreed or declared in respect of or affecting all or any part of
(or a particular type of) its indebtedness;

   10.1.4 if any action or any other steps has been taken or
legal proceedings been started or threatened against the
Borrower or guarantor for its bankruptcy, winding-up,
dissolution, judicial management or re-organisation or for the
appointment of a receiver, receiver and manager, judicial
manager, trustee or similar officer of it or of any or all of
its assets;

   10.1.5 if any representation, warranty or statement by the
Borrower or by any guarantor in the Facility Letter is not
complied with or is or proves to have been incorrect in any
respect when made or, if it had been made on any later date by
reference to the circumstances then existing, would have been
incorrect in any respect on that later date;

10.1.6	if any other indebtedness in excess of, singly or in
the aggregate equivalent amount of US$250,000, in respect of
borrowed money of the Borrower is not paid when due nor within
any applicable grace period in any agreement relating to that
indebtedness or becomes (or becomes capable of being rendered)
due and payable before its normal maturity by reason of a
default or event of default, however described;

   10.1.7 if a distress, attachment, execution or other legal
process is levied, enforced or sued out on or against the assets
of the Borrower or any guarantor and, in the opinion of the
Bank, such event has or could have a material adverse effect on
the Borrower or such guarantor;

   10.1.8 if the Borrower or any guarantor ceases or threatens
to cease, to carry on all on a material part of its business;

   10.1.9 if any agency of any state seizes, compulsorily
acquires, expropriates or nationalises all or a material part of
the assets or shares of any of the Borrower or guarantor;

   10.1.10 if it is or will become unlawful for the Borrower or
any guarantor to perform or comply with any one or more of its
obligations under the Facility Letter;

   10.1.11 if any change in the shareholders of the Borrower
occurs in their respective shareholdings without the prior
consent in writing of the Bank;

   10.1.12 if any action, condition or thing (including the
obtaining of any necessary consents) at any time required to be
taken, fulfilled or done in order to enable the Borrower
lawfully to enter into, exercise its rights and perform and
comply with its obligations under the Facility Letter has not
been taken, fulfilled or done or any such consent ceases to be
in full force and effect without modification or any condition
in or relating to any such consent is not complied with; or

   10.1.13 if the Facility Letter  ceases to be (or is claimed
by the Borrower not to be) the legal and valid obligation of the
Borrower;

   10.1.14 if any litigation, arbitration or administrative
proceeding is current or pending (a) to restrain the exercise of
any of the rights and/or the performance or enforcement of or
compliance with any of the obligations of the Borrower under the
Facility Letter  to which it is a party or (b) which has or
could have a material adverse effect on the Borrower or any
guarantor;

   10.1.15 if any event shall occur which under the laws of any
applicable jurisdiction has an effect equivalent to any of the
events referred to in this Clause 11; or

   10.1.16 if any event occurs or circumstances arise which, in
the opinion of the Bank, gives reasonable grounds for believing
that the Borrower or any guarantor may not (or may be unable to)
perform or comply with any one or more of its obligations under
the Facility Letter  or these Terms.

11. Indemnity

   The Borrower unconditionally and irrevocably undertakes to
keep the Bank fully indemnified from and against all
liabilities, claims, damages, judgments, costs (including legal
costs on a full indemnity basis), expenses and disbursements of
any kind whatsoever, legal or otherwise, which the Bank may
sustain, or incur under or in connection with the Facilities.
The Borrower shall further indemnify the Bank for any funding or
other cost (including without limitation, legal costs on a full
indemnity basis), loss, expense or liability sustained or
incurred as a result of any prepayment or the occurrence of an
Event of Default.

12. Indulgence of Bank

   Notwithstanding the fact that the Bank may have delayed or
failed or omitted to exercise any right, power, privilege, claim
or remedy available to it on default by the Borrower and/or
guarantor or that it may have accepted payment for any moneys
outstanding under the Facilities after such default the Bank
shall not be held to have waived or condoned or acquiesced in
such default and may at any time thereafter exercise all or any
of the remedies available to it and any delay or indulgence on
the part of the Bank in taking steps to enforce any rights or
remedies conferred on or available to it shall not be held to
prejudice or be a waiver of its rights of action in respect
thereof.

13. No Waiver

   No failure or delay by the Bank in exercising any right,
power or privilege hereunder shall impair the same or operate as
a waiver thereof nor shall any single or partial exercise of any
right, power or privilege preclude any further exercise thereof
or the exercise of any other right, power or privilege.  The
rights and remedies herein provided are cumulative and not
exclusive of any rights and remedies provided by law.  No waiver
by the Bank shall be effective unless it is in writing.

14. Change of Address

   Any change of address of the Borrower/guarantor must be
promptly notified to the Bank in writing or in any other manner
agreed to by the Bank.

15. Right of Disclosure

15.1 To the extent permitted by applicable law, and without
prejudice to all rights of the Bank to disclose information
relating to the account of the Borrower, the Bank is permitted
by the Borrower to disclose (whether with or without notice to
the Borrower and whether orally or in writing) any information
concerning any matters or transactions in relation to the
Facilities and the account (including any information whatsoever
regarding the money or other relevant particulars of the
account) which the Borrower now has or may hereafter have with
the Bank:

   15.1.1 to any guarantor for the Facilities for any purposes
relating to the Facilities and any security therefor;

   15.1.2 to any solicitor (s) acting for the Bank, the
Borrower, any guarantor or any other party involved with the
Facilities or any security therefor, in relation to the accounts
of the Borrower, the Facilities and any security given in
connection therewith;

   15.1.3 to the Commissioner of Stamp Duties, the Registry of
Companies, Registry of Businesses, Registry of  Titles, Registry
of Deeds and/or any other government officials or departments or
relevant bodies to whom the Bank deems fit to disclose
information, for purposes in connection with stamping (or
assessment of stamp duties on), registering, lodging or filing
any or all documents or conducting of searches in connection
with the Facilities;

   15.1.4 to any proposed transferee or assignee of any rights
and obligations of the Bank under or relating to the Facilities
and any security therefor for any purposes connected with such
proposed transfer or assignment; and

   15.1.5 to any officers and employees of the Bank, its head
office and/or other branches, agencies and representative
offices within and outside Japan for the purpose of credit
appraisal or review and carrying out collation, synthesis or
processing of information.



16. Goods and Services Tax

   In the event that any GST or any other taxes levies or
charges whatsoever are now or hereafter required by law to be
paid on or in respect of any sums payable to the Bank or any
other matters under or relating to the Facilities or any
security relating to the Facilities, the same shall be borne by
the Borrower and the Borrower shall pay to the Bank the amount
of any such GST or other taxes, levies or charges (or such part
thereof which the law does not prohibit the Bank from collecting
from the Borrower) on or before the same becomes due under law,
in addition to all other sums payable to the Bank in relation to
the Facilities and the Borrower shall indemnify the Bank against
payment thereof.

17. Other Terms and Conditions

   All other terms and conditions set out in any agreements
required by the Bank to be executed in relation to the
Facilities shall also apply.

18. Severability

   If any one or more of the provisions contained herein or any
part thereof shall be deemed invalid, unlawful or unenforceable
in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions or part thereof
contained herein shall not in any way be affected or impaired
but these Terms and Conditions shall be construed as if such
invalid, unlawful or unenforceable provision or part thereof had
never been contained herein.

19. Governing Law

   These Terms and Conditions and all matters relating to the
Facilities shall be governed by the laws of Ilinois and the
Borrower shall submit to the non-exclusive jurisdiction of the
Courts in Illinois.

20. Successors and Assigns

20.1 The Facility Letter shall be binding upon and inure to the
benefit of the Borrower and the Bank and the respective
successors in title and assigns of the Bank and any reference in
the Facility Letter to any party shall be construed accordingly.
All undertakings, agreements, representations and warranties
given, made or entered into by the Borrower under the Facility
Letter shall survive the making of any assignments hereunder.

20.2 The Borrower shall have no right to assign or transfer any
of its rights hereunder and it shall remain fully liable for all
of its undertakings, agreements, duties, liabilities and
obligations hereunder, and for the due and punctual observance
and performance thereof.

The Bank (hereinafter called the "Assignor Bank") may at any
time (without having to obtain any consent from the Borrower)
assign all or part of its rights or transfer all or part of its
obligations under the Facility Letter to any one or more banks
or other lending institutions (each of which is in this Clause
called an "Assignee Bank").  Any such Assignee Bank shall be
treated as a party to the Facility Letter for all purposes of
the Facility Letter and shall be entitled to the full benefit of
the Facility Letter to the same extent as if it were an original
party in respect of the rights or obligations assigned or
transferred to it and all references in the Facility Letter to
the Assignor Bank shall subsequently be construed as references
to the Assignor Bank and its Assignee Bank or Assignee Banks to
the extent of their respective participations and the Borrower
shall subsequently look only to the Assignee Bank or Assignee
Banks (to the exclusion of the Assignor Bank) in respect of that
proportion of the Assignor Bank's obligations under the Facility
Letter as corresponds to such Assignee Bank's or Assignee Banks'
respective participations in the Facility Letter and accordingly
the Assignor Bank's commitment under the Facility Letter shall
be appropriately reduced and the Assignee Bank shall assume a
commitment (or, as the case may be, the Assignee Banks shall
proportionately assume commitments in aggregate) equal to such
reduction in the Assignor Bank's commitment.


B ADDITIONAL TERMS APPLICABLE TO INCORPORATED CORPORATIONS

21. Negative Pledge

21.1 The Borrower shall not create or permit to arise or subsist
any charge, mortgage, pledge or lien in respect of any of its
properties and assets (except for such pledge made directly in
connection with the purchase of inventory in the ordinary course
of business, with a value of such inventory (valued at the cost
of such inventory) owned by the Borrower taken as a whole not
exceeding the equivalent dollar amount of US$500,000 in the
aggregate at any time), nor factor nor assign any of its
accounts receivable without the prior written consent of the
Bank, such consent not to be unreasonably withheld.

21.2	The Borrower shall not (disregarding sales of stock-in-
trade in the ordinary course of business) sell, lease, transfer
or otherwise dispose of, whether by  a single transaction or by
a number of transactions, whether related or not, all or any
part of its assets which either alone or aggregated with all
other disposals required to be taken in account, could in the
opinion of the Bank have a material and adverse effect on its
financial condition or business operations.

22. Accounts and Reports

   The Borrower and guarantor shall submit to the Bank the
applicable financial statements required under Section 6.1 of
the U.S. Revolver, together with such other financial statements
and information as may be reasonably requested by the Bank.

23. Reorganisation/Changes

23.1 The Borrower shall not without the prior written consent of
the Bank, such consent not to be unreasonably  withheld:

   23.1.1 undertake or permit any re-organisation, amalgamation,
reconstruction, take-over, substantial change of shareholders or
any other schemes of compromise or arrangement affecting its
present constitution; and

   23.1.2 make substantial alteration to the nature of its
business or amend or alter any of the provisions in the
Borrower's Memorandum and Articles of Association relating to
its borrowing powers and principal business activities.

24. Winding-up/Judicial Manager

   The Borrower and guarantor shall immediately notify the Bank
verbally of any petition filed or notice issued for passing of a
resolution for the winding-up or appointment of a judicial
manager of the Borrower and/or the guarantor. All verbal
notifications shall be followed up within 24 hours by written
notification.

25. Pari passu

   The Borrower shall ensure that at all times the claims of the
Bank against the Borrower shall rank at least pari passu in
right and priority of payment with all its other present and
future unsecured indebtedness;

26. Right of Inspection

   The Borrower undertakes that the Bank shall have the right
and the Borrower shall permit the Bank to enter upon any land or
premises belonging to the Borrower or where it carries on its
business and inspect the same and to inspect all accounts
records and statements of the Borrower of a non proprietary
nature and the Borrower shall give to the Bank such written
authorities or other directions and provide such facilities and
access as the Bank may reasonably require for the aforesaid
inspections.

C INTERPRETATION

27.1 "Agreement on Bank Transactions" shall mean the Agreement
on Bank Transactions, dated July 1, 2000, entered into by the
Borrower and the Guarantor for the benefit of the Bank.

27.2 "Business Day" means any day, excluding Saturdays, Sundays
and Public Holidays, on which banks are open  in Japan for
transaction of business of the nature set forth in the Facility
Letter and in relation to advances and payments in United States
Dollars, also a day on which deposits in United States Dollars
may be dealt with on the Japan interbank market and on which
banks in New York City are open for business;

27.3 "GST" means any goods and services tax or any other taxes
levies or charges whatsoever of a similar nature which may be
substituted for or levied in addition to any such tax, by
whatever named called;

27.4 "Facility Letter" means the Bank's letter of offer to the
Borrower including supplements thereto and any amendments,
variations or modifications thereof;

27.5 "Guarantor" shall mean Richardson Electronics, Ltd.,
together with any guarantor, surety or indemnitor for the
Facilities;

27.6 "Interest Period" means a period of one, two, three or six
months commencing on a Business Day selected by the Borrower.
Such Interest Period shall end on the day which corresponds
numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such
numerically corresponding day in such next, second, third or
sixth succeeding month, such Interest Period shall end on the
last Business Day of such next, second, third or sixth
succeeding month.  If an Interest Period would otherwise end on
a day which is not a Business Day, such Interest Period shall
end on the next succeeding Business Day, provided, however, that
if said next succeeding Business Day falls in a new calendar
month, such Interest Period shall end on the immediately
preceding Business Day.

27.7 "Overdue Interest Rate" means the rate per annum of 3%
above the applicable interest rate set forth in Section 2(a) of
the Facility Letter;

27.8 "Person" shall include any corporation, firm, partnership,
society, association, statutory body and agency and governmental
authority, whether local or foreign;

27.9 "TIBOR" the domestic yen TIBOR rate (expressed as a
percentage per annum) for the period corresponding to each
Interest Period, appearing as the rate published by the
Federation of Bankers Association of Japan on the "17097" page
on the TELERATE screen, which is indicated as the rate as of
11:00 a.m. (Tokyo time) two Business Days before the first day
of the Interest Period.  If such page on the TELERATE screen is
not available for any reason on the date the interest rate is to
be determined, the applicable interest rate shall be determined
by reference to the interest rates offered on loans available by
the Bank of the Tokyo financial market on the same date.

27.10 "Yen" or "Japanese Yen" shall mean the lawful currency of
Japan.

27.11 "U.S. Revolver" shall have the meaning ascribed thereto in
the Facility Letter.

28. Where two or more persons constitute the expression the
"Borrower" all covenants, agreements, undertakings,
stipulations, conditions and other provisions hereof and their
liability hereunder shall be deemed to be, be made by and be
binding on them jointly and severally.

29. Clauses and other headings are for ease of reference and
shall not affect the interpretation of any provision hereof.




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