Exhibit 10 (d)

13 June, 2000

Mr Nguyen Van Hien
Richardson Electronics Pte Ltd
101 Lorong 23
#04-03, Geylang
Prosper House
Singapore 388399

Dear Mr Nguyen

Attached please find a Committed Facility letter of offer
outlining the terms for the provision of a Singapore Dollar
$3,400,000.00 (or USD equivalent) line of credit.

In order to complete the documentation, would you please provide
us with:

1) Certified copy of the Memorandum and Articles of Association
   for Richardson Electronics Pte Ltd;

2) Certified copy of the Certificate of Incorporation of
   Richardson Electronics Pte Ltd;

3) A Directors Resolution approving the facility and designated
   authorised signatory or signatories;

4) Facility Indemnity Agreement covering the use of fax
   transmissions for operating the credit facility, pro forma
   enclosed;

5) Letter of Indemnity covering the use of fax transmissions for
   Foreign Exchange contracts and payment instructions;

6) Signed copy of the enclosed Committed Facility letter; and

7) Signed copy of the enclosed Standard Terms and Conditions.

Please forward these documents to me at your earliest
convenience.

Thank you for considering Bank One.  We look forward to building
on the strong relationship we enjoy with Richardson Electronics
Ltd through American National Bank.

Yours sincerely
for Bank One, NA,
Singapore Branch



Dennis Portelli
Vice President


cc: Gregory H. Teegen



13 June, 2000

Mr Nguyen Van Hien
Richardson Electronics Pte Ltd
101 Lorong 23
#04-03, Geylang
Prosper House
Singapore 388399

Attn : Mr Nguyen

Dear Sirs

COMMITTED FACILITY FOR SGD$3,400,000.00

We refer to your recent request and are pleased to advise you
that Bank One, NA, Singapore 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 Pte Ltd (hereinafter called the
"Borrower" or the "Company") a revolving committed credit
facility (hereinafter called the "Committed Facility") of
SGD$3,400,000.00 (Singapore Dollars Three Million Four Hundred
Thousand).

1) Limits

"Credit Limit" - SGD$3,400,000.00  (i.e the aggregate principal
amount owing by the Company (whether actual or contingent) shall
not exceed SGD$3,400,000.00).  This Committed Facility shall be
available for direct advances, trade finances, ie. import L/C,
import financing export negotiation and bill discounting, bid
bonds, bank guarantees and foreign exchange activities
(hereinafter referred to as "Facilities").

The Credit Limit shall always be stated in Singapore Dollars.

2) Pricing

(a) For Direct Advances in either US$ or SGD$, according to the
following matrix, calculation for which is based off the Group
Consolidated accounts of Richardson Electronics, Ltd., (the
"Guarantor") with financial terms as defined in the U.S.
Revolver (as herein after defined):

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



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

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

(b) For Fees and charges on trade services and bank guarantees,
please refer to the attachment.

(c) Upfront Fee of 1/8 of 1% (0.125%) of the Credit Limit,
payable at closing. Both the Upfront Fee and the Facility Fee
will be paid by 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.
Under the provisions of the Monetary Authority of Singapore, the
proceeds are not to be used for financial investments, third
country trade excluding Singapore, or by related companies
outside of Singapore.

4) USD and SGD Current Account

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

Direct Advance Facility; Draw Down Requests

Not later than 10 a.m. (Singapore time) two (2) Business Days
before the proposed date of an advance (the "Advance"), the
Company shall provide the Bank a Notice of Advance, in the form
set out in the Schedule hereto, specifying:

   (a) the proposed date of the Advance;

   (b) the amount of that Advance which shall be a minimum of
       SGD$30,000 and in integral multiples of SGD$10,000; 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 at the request of the
Company, such request having been made by telephone, provided
that a Notice of Advance is delivered to the Bank (by fax or by
hand) on or before 3.00 p.m. (Singapore time) two (2) Business
Days before the proposed date of Advance. All Notices of Advance
(whether verbally or in writing) shall be irrevocable.

6) Letters of Credit

The Borrower shall on demand by the Bank pay all monies which
the Bank has been requested to pay under any letter(s) of
credit, 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 letters of credit 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 letters of credit, 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
letters of credit issued by it (which shall be charged to the
Bank as security for the discharge of the Bank's obligations
under such letters of credit).

7) Final Maturity Date

July 1st, 2004

8) 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.

Conditions Precedent

The Company's right to utilize the Committed Facility and the
obligation of the Bank to advance under same shall be subject to
the prior delivery of the following documents to the Bank in a
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) certified extract of the Board of Directors' resolution of
the Company duly authorising:-

   (i)   the acceptance of the Facilities upon the terms and
         conditions set out herein;

   (ii)  the appointment of an authorised signatory or
         signatories to execute on behalf of the Company all
         legal documents, notices and any other documents
         connected with the  Facilities; and

   (iii) the affixation of the Company's common seal in
         accordance with the  Company's  Articles of Association
         on all legal documents required to be executed under
         common seal.

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

(e) the provision of a signed copy of the enclosed Standard
Terms and Conditions;

(f) a Guarantee executed by Richardson Electronics Ltd in the
form and substance acceptable to the Bank;

(g) Most recent copy of the Borrower's fiscal year end financial
statements;

(h) Most recent audited copy of the Guarantor's fiscal year end
financial statements; and

(i) any other documents and/or evidence which may be reasonably
required by the Bank from time to time.

10) Events of Default

As per the Bank's Standard Terms and Conditions. In addition to
the events of default listed in the Bank's Standard Terms and
Conditions, it shall also be an event of default for purposes of
the Facilities described in this letter if (i) a Default shall
have occurred under the Amended and Restated Loan Agreement
Dated as of July 1, 2000 among 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.

11) 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.

12) 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 Singapore, 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) Authorisation 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 Committed Facility letter and any other security
document to which it is a party admissible in evidence in the
courts of Singapore 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
and (ii) any provision of its Memorandum and Articles of
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 Committed 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
Committed 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 Committed 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.

13) 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.

14) 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 Singapore,
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.

15) 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 Committed 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 Committed 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 Committed 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.

16) Governing Law

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

17) Jurisdiction

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

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 Committed 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 Committed 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
Committed Facility letters.

Yours faithfully
for Bank One, NA
Singapore Branch


/s/ Dennis Portelli
Dennis Portelli
Vice President


TO: BANK ONE, NA, SINGAPORE BRANCH

We confirm acceptance of the Committed Facility on the above
stipulated terms and conditions and hereby irrevocably give
permission to the Bank and its officers and employees in
Singapore to disclose at any time any information concerning any
matters or transactions in relation to the Committed 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 Singapore.


Authorised signatory:            Nguyen Van Hien


Company Stamp:                   _________________________


Designation:                     _________________________



for and on behalf of             _________________________
Richardson Electronics Pte Ltd    Date



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.

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

   4.1.4 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.

20.3 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 _____, 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.



By:    /s/ Dennis Portelli
Title:     Vice President
Date:      July 1, 2000


BANK ONE, NA, SINGAPORE BRANCH

Standard Terms and Conditions relating to Singapore Dollars
banking facilities (the "Facilities") granted by the Bank One,
NA, Singapore Branch (the "Bank") forming part of the Bank's
Facility Letter to Richardson Electronics Pte Ltd (the
"Borrower").

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 (365-day year for Singapore
dollars) 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 Prime
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.

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

   4.1.4 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 (365-day year for Singapore dollars) subject to a
monthly minimum charge of US$5 (S$7.50) 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 Singapore 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 Singapore 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 Singapore or address in Singapore 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 The Bank shall abide by its statutory obligations to keep
information relating to the account of the Borrower
confidential. Without prejudice to all rights of the Bank to
disclose information relating to the account of the Borrower,
and for all purposes whether under common law or Section 47 (4)
(a) of the Banking Act (as amended or re-enacted from time to
time) or otherwise, the Bank and all persons to whom Section 47
(3) of that Act applies are 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 withthe
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), regiSterling, 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 Singapore 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 Singapore and the
Borrower shall submit to the non-exclusive jurisdiction of the
Courts in Singapore.

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.

20.3 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 "Business Day" means any day, excluding Saturdays, Sundays
and Public Holidays, on which banks are open  in Singapore 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 Singapore interbank market and on which
banks in New York City are open for business;

27.2. "Costs of Funds" means the rate per annum determined by
the Bank to be the aggregate of (i):-

   (a) for amounts owing in Singapore Dollars, the rate at which
it would be able to acquire Singapore Dollars in the Singapore
interbank market at or about 11 a.m. Singapore time on the
second Business Day before the commencement of any financing
period and in amounts comparable with the amounts in relation to
which the cost of funds is to be determined; or

   (b) for amounts owing in United States Dollars, the rate at
which it would be able to acquire United States Dollars in the
Singapore interbank market at or about 11 a.m. Singapore time on
the second Business Day before the commencement of any financing
period and in amounts comparable with the amounts in relation to
which the cost of funds is to be determined;

and (ii) the rate determined by it to represent its costs of
compliance with liquidity, reserve or similar requirements
imposed by any relevant authority;".

27.3 "GST" means any goods and services tax payable under the
Goods and Services Tax Act 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;

"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.  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 Prime Rate or such other rate(s) applicable
under 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; and

27.9 "Prime Rate" means (i) for amounts owing in United States
Dollars, the United States Dollars prime lending rate of the
Bank prevailing from time to time; or (ii) for amounts owing in
Singapore Dollars, the Singapore Dollars prime lending rate of
the Bank prevailing from time to time; which is subject to
variation without prior notice.".

27.10    "SGD$" shall mean the lawful currency of Singapore.

27.11    "SIBOR" the domestic SGD SIBOR rate (expressed as a
percentage per annum) for the period corresponding to each
Interest Period, appearing at TELERATE page 7310, which is
indicated as the rate as of 11:00 a.m. (Singapore 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 on loans available from the Bank in the Singapore
interbank market on the same date.

27.12    "U.S. Revolver" shall have the meaning set forth 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. The borrower agrees that lending in Singapore Dollar funds
are subject to Singapore Dollar Lending Limits specified by the
Monetary Authority of Singapore and available at the Singapore
Branch. The borrower shall not use Singapore Dollar funds from
the facilities for financial investments, third country trade or
activities outside Singapore.

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


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