8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2002

FLEXTRONICS INTERNATIONAL LTD.

(Exact name of Registrant as specified in its charter)

Singapore

(State or other jurisdiction of incorporation)

0-23354	Not Applicable
(Commission File Number)	(IRS Employer Identification No.)

36 Robinson Road, #18-01, City House, Singapore	06887
(Address of principal executive offices)	(Zip Code)

(65) 299-8888

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Exhibit 1.01
Exhibit 5.01
Exhibit 99.01

Item 5. Other Events.

     On January 8, 2002, Flextronics International Ltd. entered into an underwriting agreement with Banc of America Securities LLC providing for the public offering of 20,000,000 of its ordinary shares at a public offering price of $25.96 per share. Flextronics has granted the underwriter an option, exercisable for 30 days after the offering, to purchase up to an additional 3,000,000 shares to cover over-allotments, if any.

Item 7. Financial Statements and Exhibits.

     (c)  Exhibits

     The following exhibits are filed herewith:

1.01	Underwriting Agreement dated as of January 8, 2002 between Flextronics International Ltd. and Banc of America Securities LLC.
5.01	Legal opinion of Allen & Gledhill dated as of January 10, 2002.
99.01	Press release dated January 7, 2002.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FLEXTRONICS INTERNATIONAL LTD.
Date: January 10, 2002	By:	/s/ Robert R.B. Dykes
		Robert R. B. Dykes President, Systems Group and Chief Financial Officer

EXHIBIT INDEX

1.01	Underwriting Agreement dated as of January 8, 2002 between Flextronics International Ltd. and Banc of America Securities LLC.
5.01	Legal Opinion of Allen & Gledhill dated January 10, 2002.
99.01	Press release dated January 7, 2002.

EX-1.01 3 f78328ex1-01.txt EXHIBIT 1.01 EXHIBIT 1.01 20,000,000 SHARES FLEXTRONICS INTERNATIONAL LTD. ORDINARY SHARES ----------------------- UNDERWRITING AGREEMENT ----------------------- January 8, 2002 BANC OF AMERICA SECURITIES LLC 600 Montgomery Street San Francisco, CA 94111 Ladies and Gentlemen: 1. Introductory. Flextronics International Ltd., a Singapore company (the "Company"), proposes to issue and sell to Banc of America Securities LLC (the "Underwriter") 20,000,000 shares of its authorized but unissued Ordinary Shares S$.01 par value each in the capital of the Company (the "Ordinary Shares"). The 20,000,000 shares to be sold by the Company are referred to as the "Firm Common Shares." In addition, the Company has granted to the Underwriter an option to purchase up to an additional 3,000,000 Ordinary Shares (the "Optional Common Shares") as provided in Section 4(b). The Firm Common Shares and the Optional Common Shares are collectively referred to as the "Common Shares." The Company hereby confirms its agreement with respect to your purchase of the Common Shares as follows: 2. Representations and Warranties of the Company. The Company hereby represents, warrants and covenants to you, the Underwriter, as follows: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission"), in conformity with the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") thereunder, a Registration Statement on Form S-3 (File No. 333-46770), including a prospectus relating to the registration of the Common Shares (as amended to the date hereof, the "Registration Statement"). The Registration Statement has been declared effective by the Commission under the Securities Act. The Company has also filed with, or shall promptly hereafter file with the Commission, a final prospectus supple- -2- ment specifically relating to the Common Shares pursuant to Rule 424(b). The prospectus included in the Registration Statement is hereinafter referred to as the "Basic Prospectus." The term "Prospectus" means the Basic Prospectus together with the final prospectus supplement specifically relating to the Common Shares. As used herein, the terms "Registration Statement," "Basic Prospectus," and "Prospectus" shall include in each case the material, if any, incorporated by reference therein or deemed incorporated by reference therein pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"). There have been delivered to you four signed copies of the Registration Statement and all amendments and supplements thereto, together with four copies of each exhibit filed therewith. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. (b) The Commission has not issued any order preventing or suspending the use of the Basic Prospectus, and the Basic Prospectus has conformed in all material respects to the requirements of the Act and the Rules and Regulations and, as of its date, has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and at the time the Registration Statement became effective, and at all times subsequent thereto up to and including each Closing Date hereinafter mentioned, the Registration Statement and the Prospectus, and any amendments or supplements thereto, will contain all material statements and information required to be included therein by the Act and the Rules and Regulations, and will in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, will include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, no representation or warranty contained in this subsection 2(b) shall be applicable to information contained in or omitted from the Registration Statement, the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to -3- the Company by or on behalf of the Underwriter specifically for use in the preparation thereof. Each preliminary prospectus and the Prospectus filed with the Commission by electronic submission was identical to the copy thereof delivered to the Underwriter for use in connection with the offer and sale of the Common Shares. (c) The Company does not own or control, directly or indirectly, any material corporation, association or other entity other than the subsidiaries listed on Schedule B. The Company has been duly incorporated and is validly existing as a public company under the laws of Singapore. Each of the subsidiaries of the Company has been duly incorporated and is validly existing in its jurisdiction of incorporation or formation. The Company and each of its subsidiaries has full power and authority (corporate and other) to own and lease their respective properties and conduct their respective businesses; except as disclosed in the Registration Statement, the Company owns all of the outstanding capital stock or joint venture interests of its subsidiaries, free and clear of all claims, liens, charges and encumbrances; the Company and each of its subsidiaries are in possession of and operating in compliance with all authorizations, licenses, permits, consents, certificates and orders material to the conduct of their respective businesses, all of which are valid and in full force and effect; the Company and each of its subsidiaries are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which the ownership or leasing of properties or the conduct of their respective businesses requires such qualification, except for jurisdictions in which the failure to so qualify would not have a material adverse effect upon the Company or the subsidiary; and no proceedings have been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. (d) The Company has an authorized share capital as set forth under the heading "Capitalization" in the Prospectus and issued share capital as of September 30, 2001, as set forth under the heading "Capitalization" in the Prospectus; the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid, have been issued in compliance with all federal and state securities laws, whether of Singapore, the United States or otherwise, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform to the description thereof contained in the Prospectus. All issued and outstanding shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued and are fully paid. Except as disclosed in the Prospectus and the financial statements of the Company, and the related notes thereto, included in the Prospectus, neither the Company nor any subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or ob- -4- ligations (except for options granted pursuant to plans described in the Prospectus subsequent to the date of information set forth in the Prospectus). The description of the Company's stock option, stock bonus and other stock schemes, plans or arrangements, and the options or other rights granted and exercised thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such schemes, plans, arrangements, options and rights. (e) The Common Shares to be purchased by the Underwriter from the Company have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued and fully paid, and will conform to the description thereof contained in the Prospectus. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Common Shares by the Company pursuant to this Agreement. No shareholder of the Company has any right which has not been waived to require the Company to register the sale of any shares owned by such shareholder under the Act in the public offering contemplated by this Agreement. No further approval or authority of the shareholders or the Board of Directors of the Company will be required for the issuance and sale of the Common Shares to be sold by the Company as contemplated herein other than the Board of Directors' approval of the Underwriter, which will occur prior to the Closing. (f) The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company in accordance with its terms. The making and performance of this Agreement by the Company and the consummation of the transactions herein contemplated will not violate any provisions of the Memorandum and Articles of Association, Certificate of Incorporation, or other organizational documents, of the Company or any of its subsidiaries, and will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of its respective properties may be bound or affected (except as to conflicts, breaches, violations or defaults of any of the foregoing that individually or in the aggregate would not be material to the Company), any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its subsidiaries or any of their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions -5- contemplated by this Agreement, except for compliance with the Act, the Blue Sky laws applicable to the public offering of the Common Shares by the Underwriter and, if applicable, the clearance of such offering with the National Association of Securities Dealers, Inc. (the "NASD"). (g) Arthur Andersen LLP, who has expressed its opinion with respect to the consolidated financial statements and schedules filed with the Commission as a part of the Registration Statement and included in the Prospectus and in the Registration Statement, and Deloitte & Touche LLP who has expressed its opinion with respect to the consolidated financial statements and schedules referred to in the Registration Statement and Prospectus are independent accountants as required by the Act, the Rules and Regulations and the Exchange Act. (h) The consolidated financial statements and schedules of the Company and its subsidiaries, and the related notes thereto, included in each Registration Statement and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of the respective dates of such financial statements and schedules, and the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods covered thereby. Such statements, schedules and related notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis as certified by the independent accountants named in subsection 2(g). No other financial statements or schedules are required to be included in the Registration Statement. The selected financial data set forth in the Prospectus under the caption "Capitalization" fairly presents the information set forth therein on the basis stated in the Registration Statement. (i) Except as disclosed in the Prospectus, and except as to defaults which individually or in the aggregate would not be material to the Company, neither the Company nor any of its subsidiaries is in violation or default of any provision of its Memorandum and Articles of Association, Certificate of Incorporation, or other organizational documents, or is in breach of or default with respect to any provision of any agreement, judgment, decree, order, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which it is a party or by which it or any of its properties are bound; and there does not exist any state of facts which constitutes an event of default on the part of the Company or any such subsidiary as defined in such documents or which, with notice or lapse of time or both, would constitute such an event of default. (j) There are no contracts or other documents required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations which have not been described or filed as re- -6- quired. The descriptions of the contracts so described in the Prospectus are accurate; all such contracts are in full force and effect on the date hereof; and neither the Company nor any of its subsidiaries, nor to the best of the Company's knowledge, any other party is in breach of or default under any of such contracts. (k) There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company's knowledge, threatened to which the Company or any of its subsidiaries is or may be a party or of which property owned or leased by the Company or any of its subsidiaries is or may be the subject, or related to environmental or discrimination matters, which actions, suits or proceedings might, individually or in the aggregate, prevent or adversely affect the transactions contemplated by this Agreement or result in a material adverse change in the condition (financial or otherwise), properties, business, results of operations or, to the best of the Company's knowledge, prospects of the Company and its subsidiaries; and no labor disturbance by the employees of the Company or any of its subsidiaries exists or is imminent which might be expected to affect adversely such condition, properties, business, results of operations or, to the best of Company's knowledge, prospects. Neither the Company nor any of its subsidiaries is a party or subject to the provisions of any material injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental body. (l) The Company or the applicable subsidiary has good and marketable title to all the properties and assets reflected as owned in the financial statements hereinabove described (or elsewhere in the Prospectus), subject to no lien, mortgage, pledge, charge or encumbrance of any kind except (i) those, if any, reflected in such financial statements (or elsewhere in the Prospectus), or (ii) those which are not material in amount and do not adversely affect the use made and proposed to be made of such property by the Company and its subsidiaries. The Company or the applicable subsidiary holds its leased properties under valid and binding leases, with such exceptions as are not materially significant in relation to the business of the Company. Except as disclosed in the Prospectus, the Company owns or leases all such properties as are necessary to its operations as now conducted or as proposed to be conducted as described in the Registration Statement. (m) Since the respective dates as of which information is given in the Registration Statement and Prospectus, and except as described in or specifically contemplated by the Prospectus: (i) the Company and its subsidiaries have not incurred any material liabilities or obligations, indirect, direct or contingent, or entered into any material verbal or written agreement or other transaction which is not in the ordinary course of business; (ii) the Company and its subsidiaries have not sustained any material loss or interference with their respective businesses or properties from fire, flood, -7- windstorm, accident or other calamity, whether or not covered by insurance; (iii) the Company has not paid or declared any cash dividends or other cash distributions with respect to its issued share capital and the Company and its subsidiaries are not in default in the payment of principal or interest on any outstanding debt obligations; (iv) there has not been any change in the share capital (other than upon the sale of the Common Shares hereunder and the grant of options in the ordinary course of business or exercise of options disclosed in the Prospectus) or indebtedness material to the Company and its subsidiaries (other than in the ordinary course of business); and (v) there has not been any material adverse change in the condition (financial or otherwise), business, properties, results of operations or, to the best of the Company's knowledge, prospects of the Company and its subsidiaries. (n) Except as disclosed in or specifically contemplated by the Prospectus, the Company and its subsidiaries have sufficient trademarks, trade names, patent rights, mask works, copyrights, licenses, approvals and governmental authorizations to conduct their businesses as now conducted; the expiration of any trademarks, trade names, patent rights, mask works, copyrights, licenses, approvals or governmental authorizations would not have a material adverse effect on the condition (financial or otherwise), business, results of operations or, to the best of the Company's knowledge, prospects of the Company or its subsidiaries; and the Company has no knowledge of any material infringement by it or its subsidiaries of trademark, trade name rights, patent rights, mask works, copyrights, licenses, trade secret or other similar rights of others, and there is no claim being made against the Company or its subsidiaries regarding trademark, trade name, patent, mask work, copyright, license, trade secret or other infringement which could have a material adverse effect on the condition (financial or otherwise), business, results of operations or, to the best of the Company's knowledge, prospects of the Company and its subsidiaries. (o) The Company has not been advised, and has no reason to believe, that either it or any of its subsidiaries is not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, including, without limitation, all applicable local, state and federal environmental laws and regulations; except where failure to be so in compliance would not materially adversely affect the condition (financial or otherwise), business, results of operations or, to the best of the Company's knowledge, prospects of the Company and its subsidiaries. (p) The Company and its subsidiaries have filed all necessary federal, national, state, provincial, foreign and other income and franchise tax returns and have paid all taxes shown as due thereon; and the Company has no knowledge of any tax deficiency which has been or might be asserted or threatened against the Company or -8- its subsidiaries which could materially and adversely affect the business, operations or properties of the Company and its subsidiaries. (q) The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (r) The Company has not distributed and will not distribute prior to the Closing Date any offering material in connection with the offering and sale of the Common Shares other than the Prospectus, the Registration Statement and the other materials permitted by the Act. (s) Each of the Company and its subsidiaries maintain insurance of the types and in the amounts generally deemed adequate for its business, including, but not limited to, insurance covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect. (t) To the Company's knowledge, except as otherwise disclosed in or specifically contemplated by the Prospectus or as would not, individually or in the aggregate, result in a material adverse change in the condition (financial or otherwise) business or results of operations (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, "Materials of Environmental Concern"), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "Environmental Laws"), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural -9- resources damages, property damages, personal injuries, attorneys' fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, "Environmental Claims"), pending or, threatened in writing against the Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iii) there are no present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law. (u) Neither the Company nor any of its subsidiaries has at any time during the last five years (i) made any unlawful contribution to any candidate for public office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof. (v) The Company has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Ordinary Shares to facilitate the sale or resale of the Common Shares. (w) Subject to the approval of the Underwriter by the Board of Directors of the Company as referred to in (e) above, no transfer taxes are required to be paid in connection with the sale and delivery of the Common Shares to the Underwriter hereunder. (x) The Ordinary Shares (including the Common Shares) are registered pursuant to Section 12(g) of the Exchange Act and the Ordinary Shares (excluding Common Shares) are listed on the Nasdaq National Market, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act or delisting the Ordinary Shares from the Nasdaq National Market, nor has the Company received any notification that the Commission or the NASD is contemplating terminating such registration or listing. (y) The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, -10- complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the time the Registration Statement and any amendments thereto become effective and at the Closing Date, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any certificate signed by an officer of the Company and delivered to the Underwriter or to counsel for the Underwriter shall be deemed to be a representation and warranty by the Company to the Underwriter as to the matters covered thereby. 3. Representations and Warranties of the Underwriter. The Underwriter represents and warrants to the Company that the information set forth on the cover page of the Prospectus with respect to price, underwriting discounts and commissions and the information (other than the first, second, fourth, fifth and sixth paragraphs) under "Underwriting" in the Prospectus was furnished to the Company by and on behalf of the Underwriter for use in connection with the preparation of the Prospectus and is correct in all material respects. 4. Purchase, Sale and Delivery of Common Shares. (a) The Firm Common Shares; the First Closing Date. Upon the terms herein set forth, the Company agrees to issue and sell to the Underwriter an aggregate of 20,000,000 Firm Common Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company the number of Firm Common Shares set forth opposite its name on Schedule A. The purchase price per Firm Common Share to be paid by the Underwriter to the Company shall be $25.24 per share. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriter and payment therefor shall be made at the offices of Banc of America Securities LLC, 600 Montgomery Street, San Francisco, California (or such other place as may be agreed to by the Company Underwriter) at 6:00 a.m. San Francisco time, on January 11, 2002, or such other time and date not later than 10:30 a.m. San Francisco time, on January 11, 2002 as the Underwriter shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. -11- (b) The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase up to an aggregate of 3,000,000 Optional Common Shares from the Company at the purchase price per Optional Common Share of $25.55 per share. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter to the Company which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The term "Closing Date" shall refer to either the First Closing Date or the Second Closing Date, as the case may be. If any Optional Common Shares are to be purchased, (a) the Underwriter agrees to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter may determine) and the Company agrees to sell the total number of Optional Common Shares to be sold. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (c) Public Offering of the Common Shares. The Underwriter hereby advise the Company that the Underwriter intends to offer for sale to the public, as described in the Prospectus, its Common Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable. (d) Payment for the Common Shares. Payment for the Common Shares to be sold by the Company shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Underwriter has been authorized, for its own account, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriter has agreed to purchase. -12- (e) Delivery of the Common Shares. The Company shall deliver, or cause to be delivered, to the Underwriter certificates for the Firm Common Shares to be sold at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Underwriter, certificates for the Optional Common Shares the Underwriter has agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Underwriter shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York as the Underwriter may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriter. (f) Delivery of Prospectus to the Underwriter. Not later than 12:00 p.m. on the second business day following the date the Common Shares are first released by the Underwriter for the sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Underwriter shall request. 5. Covenants of the Company. The Company covenants and agrees that: (a) If the filing of the Prospectus is required under Rule 424(b) of the Rules and Regulations, the Company will file the Prospectus, properly completed, pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations within the time period prescribed and will provide evidence satisfactory to you of such timely filing. The Company will promptly advise you in writing (i) of the receipt of any comments of the Commission, (ii) of any request of the Commission for amendment of or supplement to the Registration Statement, the Basic Prospectus or the Prospectus or for additional information, and (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution of any proceedings for that purpose. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. The Company will not file any amendment or supplement to the Registration Statement, the Basic Prospectus or the Prospectus (including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act) of which you have not been furnished with a copy a reasonable time prior to such filing or to which you reasonably object or which is not in compliance with the Act and the Rules and Regulations. -13- (b) The Company will prepare and file with the Commission, promptly upon your request, any amendments or supplements to the Registration Statement or the Prospectus which in your judgment may be necessary or advisable to enable the Underwriter to continue the distribution of the Common Shares and will use its best efforts to cause the same to become effective as promptly as possible. The Company will fully and completely comply with the provisions of Rules 424(b), 430A and 434, as applicable, of the Rules and Regulations with respect to information omitted from the Registration Statement in reliance upon any such Rule. (c) If at any time within the nine-month period referred to in Section 10(a)(3) of the Act during which a prospectus relating to the Common Shares is required to be delivered under the Act any event occurs, as a result of which the Prospectus, including any amendments or supplements, would include an untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary at any time to amend the Prospectus, including any amendments or supplements, to comply with the Act or the Rules and Regulations, the Company will promptly advise you thereof and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance and will use its best efforts to cause the same to become effective as soon as possible; and, in case the Underwriter are required to deliver a prospectus after such nine-month period, the Company upon request, but at the expense of the Underwriter, will promptly prepare such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act. (d) As soon as practicable, but not later than 45 days after the end of the first quarter ending after one year following the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Rules and Regulations), the Company will make generally available to its security holders an earning statement (which need not be audited) covering a period of 12 consecutive months beginning after the effective date of the Registration Statement which will satisfy the provisions of the last paragraph of Section 11(a) of the Act. (e) During such period as a prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, the Company, at its expense, but only for the nine-month period referred to in Section 10(a)(3) of the Act, will furnish to you or mail to your order copies of the Registration Statement, the Prospectus, the Basic Prospectus and all amendments and supplements to any such documents (including any documents incorporated or deemed incorporated by reference therein) in -14- each case as soon as available and in such quantities as you may request, for the purposes contemplated by the Act. (f) The Company shall cooperate with you and your counsel in order to qualify or register the Common Shares for sale under (or obtain exemptions from the application of) the Blue Sky laws of such jurisdictions as you designate (including those of Canada) and under the applicable securities laws of such other nations as you may designate, will comply with such laws and will continue such qualifications, registrations and exemptions in effect so long as reasonably required for the distribution of the Common Shares. The Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction where it is not presently qualified. The Company will advise you promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company, with your cooperation, will use its best efforts to obtain the withdrawal thereof. (g) During the period of five years hereafter, the Company will furnish to Banc of America Securities LLC: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, shareholders' equity and cash flows for the year then ended and the opinion thereon of the Company's independent public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Report on Form 8-K or other report filed by the Company with the Commission, the NASD or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its Ordinary Shares. (h) During the period of 90 days after the first date that any of the Common Shares are released by you for sale to the public, without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), the Company will not issue, offer, sell, grant options to purchase or otherwise dispose of any of the Company's equity securities or any other securities convertible into or exchangeable with its Ordinary Shares or other equity security, other than pursuant to outstanding stock options and warrants disclosed in the Prospectus and other than the grant of options or the issuance of the Company's equity securities pursuant to the Company's employee share option plans described in the Prospectus or the issuance of Ordinary Shares in connection with acquisitions. -15- (i) The Company will use all reasonable efforts to obtain signed lock-up agreements from its executive officers listed on Schedule C, the form of which is attached as Exhibit C and Exhibit D, prior to the First Closing Date or promptly thereafter and such lock-up agreements shall provide for no more than [ ] Ordinary Shares, in the aggregate, to be sold during the 60-day period covered by such lock-up agreements. The Company shall promptly notify Banc of America Securities LLC of any sale of Ordinary Shares by any of its executive officers or directors. (j) The Company will apply the net proceeds of the sale of the Common Shares sold by it substantially in accordance with its statements under the caption "Use of Proceeds" in the Prospectus. (k) During such period as a prospectus is required by law to be delivered in connection with sales by an underwriter or dealer, the Company will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act. 6. Payment of Expenses. Whether or not the transactions contemplated hereunder are consummated or this Agreement becomes effective or is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limiting the generality of the foregoing (i) all expenses incident to the issuance and delivery of the Common Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Ordinary Shares, (iii) all fees and expenses of the Company's counsel and the Company's independent accountants, including fees of counsel or independent accountants with respect to any subsidiary of the Company, (iv) all costs and expenses incurred in connection with the printing, filing, shipping and distribution of the Registration Statement, the Basic Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, this Agreement, any Selected Dealers Agreement, Underwriter's Power of Attorney or the Blue Sky memorandum, (v) all filing fees, attorneys' fees and expenses incurred by the Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Common Shares for offer and sale under the Blue Sky laws (including those of Canada) and under the applicable securities laws of such other nations as you may designate, (vi) the filing fee incident to the review and approval, if any, of the Underwriter's participation in the offering and distribution of the Common Shares by the NASD, and (vii) all other fees, costs and expenses incident to the offering as would typically be disclosed in Part II of a registration statement under the Act. Except as provided in this Section 6, Section 8 and Section 10 hereof, the Underwriter shall pay all of its own expenses, including the fees and disbursements of counsel (excluding those relating to qualification, registration or exemption under the Blue Sky laws (including those of -16- Canada) and under the applicable securities laws of such other nations as you may designate, and the Blue Sky memorandum). 7. Conditions of the Obligations of the Underwriter. The obligations of the Underwriter to purchase and pay for the Common Shares on the First Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company herein set forth as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Common Shares, as of the Second Closing Date as though then made, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the following additional conditions: (a) If the filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b) of the Rules and Regulations, the Prospectus shall have been filed in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; and prior to such Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company or you, shall be contemplated by the Commission; and any request of the Commission for inclusion of additional information in either Registration Statement, or otherwise, shall have been complied with to your satisfaction. (b) You shall be satisfied that since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been any change in the authorized or issued de share capital of the Company or any of its subsidiaries other than pursuant to the exercise of outstanding options disclosed in the Prospectus or any material change in the indebtedness (other than in the ordinary course of business) of the Company or any of its subsidiaries, (ii) except as set forth or contemplated by the Registration Statement or the Prospectus, no material verbal or written agreement or other transaction shall have been entered into by the Company or any of its subsidiaries, which is not in the ordinary course of business or which could result in a material reduction in the future earnings of the Company and its subsidiaries, (iii) no loss or damage (whether or not insured) to the property of the Company or any of its subsidiaries shall have been sustained which materially and adversely affects the condition (financial or otherwise), business, results of operations or prospects of the Company and its subsidiaries, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its subsidiaries which is material to the Company and its subsidiaries or which affects or may affect the transactions contemplated by this Agreement shall have been instituted or threatened, and (v) there shall not have been any material change in the condition (financial or otherwise), business, management, results of operations or prospects of the Company and its subsidiaries which -17- makes it impractical or inadvisable in the judgment of the Underwriter to proceed with the public offering or purchase the Common Shares as contemplated hereby. (c) There shall have been furnished to you, on the Closing Date, in form and substance satisfactory to you, except as otherwise expressly provided below: (i) An opinion of Allen & Gledhill, counsel for the Company, addressed to the Underwriter and dated the Closing Date, the form of which is attached as Exhibit A. (ii) An opinion of Fenwick & West LLP, special counsel to the Company, addressed to the Underwriter and dated the Closing Date, the form of which is attached as Exhibit B. (iii) Such opinion or opinions of Cahill Gordon & Reindel and ASG Law Corporation, counsel for the Underwriter, dated the Closing Date, with respect to the incorporation of the Company, the sufficiency of all corporate proceedings and other legal matters relating to this Agreement, the validity of the Common Shares, the Registration Statement and the Prospectus and other related matters as you may reasonably require, and the Company shall have furnished to such counsel such documents and shall have exhibited to them such papers and records as they may reasonably request for the purpose of enabling them to pass upon such matters. In connection with such opinions, such counsel may rely on representations or certificates of officers of the Company and governmental officials. (iv) A certificate of the Company executed by the Chief Executive Officer and President, Systems Group of the Company, dated the Closing Date, to the effect that: (1) The representations and warranties of the Company set forth in Section 2 of this Agreement are true and correct as of the date of this Agreement and as of the Closing Date, as the case may be, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the Closing Date; (2) The Commission has not issued any order preventing or suspending the use of the Prospectus or any Basic Prospectus filed as a part of the Registration Statement or any amendment thereto; no stop order suspending the effectiveness of the Registration Statement has been issued; and to the best of the knowledge of the respective signers, -18- no proceedings for that purpose have been instituted or are pending under the Act; (3) Each of the respective signers of the certificate has carefully examined the Registration Statement and the Prospectus; to the best of his knowledge, the Registration Statement and the Prospectus and any amendments or supplements thereto contain all statements required to be stated therein regarding the Company and its subsidiaries; and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (4) Since the initial date on which the Registration Statement was filed, no agreement, written or oral, transaction or event has occurred which should have been set forth in an amendment to the Registration Statement or in a supplement to or amendment of any prospectus which has not been disclosed in such a supplement or amendment; (5) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as disclosed in or contemplated by the Prospectus, there has not been any material adverse change or a development involving a material adverse change in the condition (financial or otherwise), business, properties, results of operations, management or, to the best knowledge of the respective signing officers, prospects of the Company and its subsidiaries; and no legal or governmental action, suit or proceeding is pending or threatened against the Company or any of its subsidiaries which is material to the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, or which may adversely affect the transactions contemplated by this Agreement; since such dates and except as so disclosed, neither the Company nor any of its subsidiaries has entered into any verbal or written agreement or other transaction not in the ordinary course of business or which could result in a material reduction in the future earnings of the Company or incurred any material liability or obligation, direct, contingent or indirect, made any change in its share capital, made any material change in its short-term debt or funded debt or repurchased or otherwise acquired any of the Company's issued shares; and the Company has not declared or paid any cash dividend, or made any other cash distribution, upon its -19- outstanding issued share capital payable to shareholders of record on a date prior to the Closing Date; (6) No "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act has downgraded or given notice of any intended or potential downgrading as of any review for a possible change that does not indicate the direction of the possible change in the rating accorded any securities of the Company; and (7) Since the respective dates as of which information is given in the Registration Statement and the Prospectus and except as disclosed in or contemplated by the Prospectus, the Company and its subsidiaries have not sustained a material loss or damage by strike, fire, flood, windstorm, accident or other calamity (whether or not insured). (v) On the Closing Date a letter addressed to you, from Arthur Andersen LLP and Deloitte & Touche LLP, independent accountants, in form and substance satisfactory to the Underwriter. (vi) On the date hereof, the Company shall have furnished to the Underwriter an agreement in the form of Exhibit C hereto and Exhibit D from the executive officers of the Company named in Schedule C attached hereto, and such agreement shall be in full force and effect on each of the First Closing Date and the Second Closing Date. (d) The NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof only if they are satisfactory to you and to Cahill Gordon & Reindel, counsel for the Underwriter. The Company shall furnish you with such manually signed or conformed copies of such opinions, certificates, letters and documents as you request. If any condition to the Underwriter's obligations hereunder to be satisfied prior to or at the Closing Date is not so satisfied, this Agreement at your election will terminate upon notification by you to the Company without liability on the part of the Underwriter or the Company except for the expenses to be paid or reimbursed by the Company pursuant to Sections 6 and 8 hereof and except to the extent provided in Section 10 hereof. 8. Reimbursement of Underwriter's Expenses. Notwithstanding any other provisions hereof, if this Agreement shall be terminated by you pursuant to Sections 7 or 12, -20- or if the sale to the Underwriter of the Common Shares at the Closing is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse you upon demand for all out-of-pocket expenses that shall have been reasonably incurred by you and them in connection with the proposed purchase and the sale of the Common Shares, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, telegraph charges and telephone charges relating directly to the offering contemplated by the Prospectus. Any such termination shall be without liability of any party to any other party except that the provisions of this Section, Section 6 and Section 10 shall at all times be effective and shall apply. 9. Effectiveness of Registration Statement. The parties will use their best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if such stop order be issued, to obtain as soon as possible the lifting thereof. 10. Indemnification. (a) The Company agrees to indemnify and hold harmless the Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act against any losses, claims, damages, liabilities or expenses, joint or several, to which the Underwriter or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Basic Prospectus, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them not misleading, or arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Company contained herein or any failure of the Company to perform its obligations hereunder or under law; and will reimburse the Underwriter and each such controlling person for any legal and other expenses as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with the information furnished to the Company pursuant to Section 3 hereof provided -21- further, that the indemnity provided in this Section 10(a) with respect to the Basic Prospectus shall not inure to the benefit of the Underwriter if the person asserting any loss, claim, charge, liability or litigation based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state therein a material fact was not sent or given a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected within the time required by the Act and the Rules and Regulations thereunder. In addition to its other obligations under this Section 10(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, or any inaccuracy in the representations and warranties of the Company herein or failure to perform its obligations hereunder, all as described in this Section 10(a), it will reimburse the Underwriter on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of its obligation to reimburse the Underwriter for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, the Underwriter shall promptly return it together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by Bank of America, N.A. (the "Prime Rate"). Any such interim reimbursement payments which are not made to the Underwriter within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) The Underwriter will indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages, liabilities or expenses to which the Company, or any such director, officer or controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Underwriter), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Basic Prospectus, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished -22- to the Company pursuant to Section 3 hereof; and will reimburse the Company, or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. In addition to its other obligations under this Section 10(b), the Underwriter agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 10(b) which relates to written information furnished to the Company, it will reimburse the Company (and, to the extent applicable, each officer, director or controlling person) on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Underwriter's obligation to reimburse the Company (and, to the extent applicable, each officer, director or controlling person) for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, the Company (and, to the extent applicable, each officer, director or controlling person) shall promptly return it to the Underwriter together with interest, compounded daily, determined on the basis of the Prime Rate. Any such interim reimbursement payments which are not made to the Company within 30 days of a request for reimbursement, shall hear interest at the Prime Rate from the date of such request. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to se- -23- lect separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. (d) If the indemnification provided for in this Section 10 is required by its terms but is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party under paragraphs (a), (b) or (c) in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of any losses, claims, damages, liabilities or expenses referred to herein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand, from the offering of the Common Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriter, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The respective relative benefits received by the Company, on the one hand, and the Underwriter, on the other hand, shall be deemed to be in the same proportion, in the case of the Company, as the total price paid to the Company for the Common Shares sold by it to the Underwriter (net of underwriting commissions but before deducting expenses) bears to the total price to the public set forth on the cover of the Prospectus, and in the case of the Underwriter as the underwriting commissions received by it bears to the total of such amounts paid to the Company and received by the Underwriter as underwriting commissions. The relative fault of the Company, on the one hand, and the Underwriter, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact or the inaccurate or the alleged inaccurate representation and/or warranty relates to information supplied by the Company, on the one hand, or the Underwriter, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or -24- prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in subparagraph (c) of this Section 10, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in subparagraph (c) of this Section 10 with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this subparagraph (d); provided, however, that no additional notice shall be required with respect to any action for which notice has been given under subparagraph (c) for purposes of indemnification. The Company and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined solely by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 10, the Underwriter shall not be required to contribute any amount in excess of the amount of the total underwriting commissions received by the Underwriter in connection with the Common Shares underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) It is agreed that any controversy arising out of the operation of the interim reimbursement arrangements set forth in Sections 10(a) and 10(b) hereof, including the amounts of any requested reimbursement payments and the method of determining such amounts, shall be settled by arbitration conducted under the provisions of the Constitution and Rules of the Board of Governors of the New York Stock Exchange, Inc. or pursuant to the Code of Arbitration Procedure of the NASD. Any such arbitration must be commenced by service of a written demand for arbitration or written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to said demand or notice is authorized to do so. Such an arbitration would be limited to the operation of the interim reimbursement provisions contained in Sections 10(a) and 10(b) hereof and would not resolve the ultimate propriety or enforceability of the obligation to reimburse expenses which is created by the provisions of such Sections 10(a) and 10(b) hereof. 11. Effective Date. This Agreement shall become effective immediately as to Sections 6, 8, 10, 12 and 14 and, as to all other provisions, at 9:00 a.m., California time, on the date of execution of this Agreement. 12. Termination. Without limiting the right to terminate this Agreement pursuant to any other provision hereof: -25- (a) This Agreement may be terminated by the Company by notice to you or by you by notice to the Company at any time prior to the time this Agreement shall become effective as to all its provisions, and any such termination shall be without liability on the part of the Company to the Underwriter (except for the expenses to be paid or reimbursed by the Company pursuant to Sections 6 and 8 hereof and except to the extent provided in Section 10 hereof) or of the Underwriter to the Company (except to the extent provided in Section 10 hereof). (b) This Agreement may also be terminated by you prior to the Closing Date by notice to the Company (i) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been suspended on either such Exchange or in the over the counter market by the NASD, or a general banking moratorium shall have been established by federal, New York or California authorities, (ii) if an outbreak of major hostilities or other national or international calamity or any substantial change in political, financial or economic conditions shall have occurred or shall have accelerated or escalated to such an extent, as, in the judgment of the Underwriter, to affect adversely the marketability of the Common Shares, (iii) if any adverse event shall have occurred or shall exist which makes untrue or incorrect in any material respect any statement or information contained in the Registration Statement or the Prospectus or which is not reflected in the Registration Statement or the Prospectus but should be reflected therein in order to make the statements or information contained therein not misleading in any material respect, or (iv) if there shall be any action, suit or proceeding pending or threatened, or there shall have been any development or prospective development involving particularly the business or properties or securities of the Company or any of its subsidiaries or the transactions contemplated by this Agreement, which, in the reasonable judgment of the Underwriter, may materially and adversely affect the Company's business or earnings and makes it impracticable or inadvisable to offer or sell the Common Shares. Any termination pursuant to this subsection (b) shall be without liability on the part of the Underwriter to the Company or on the part of the Company to the Underwriter (except for expenses to be paid or reimbursed by the Company pursuant to Sections 6 and 8 hereof and except to the extent provided in Section 10 hereof). 13. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriter or the Company or any of its or their partners, officers or directors or any controlling -26- person, as the case may be, and will survive delivery of and payment for the Common Shares sold hereunder and any termination of this Agreement. 14. Notices. All communications hereunder shall be in writing and, if sent to the Underwriter shall be mailed, delivered or telegraphed and confirmed to you at 600 Montgomery Street, San Francisco, California 94111, Attention: Mark Kuperschmid, with a copy to Cahill Gordon & Reindel, 80 Pine Street, New York, NY 10005, Attention: Helene R. Banks; and if sent to the Company shall be mailed, delivered or telegraphed and confirmed to the Company at 36 Robinson Road #18-01, City House, Singapore 068877, Attention: President and Chief Operating Officer and 2090 Fortune Drive, San Jose, CA 95131, Attention: Chief Executive Officer, with a copy to Fenwick & West LLP, 275 Battery Suite 1500, San Francisco, CA 94111, Attention: David Michaels. Any of the parties hereto may change the address for receipt of communications hereunder by giving notice to the others. 15. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the officers and directors and controlling persons referred to in Section 10, and in each case their respective successors, personal representatives and assigns, and no other person will have any right or obligation hereunder. No such assignment shall relieve any party of its obligations hereunder. The term "successors" shall not include any purchaser of the Common Shares as such from the Underwriter merely by reason of such purchase. 16. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 17. Applicable Law. (a) This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws pertaining to conflicts of laws) of the State of New York. (b) Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City and County of San Francisco or the courts of the State of California in each case located in the City and County of San Francisco (collectively, the "Specified Courts"), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, sum- -27- mons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive, to the maximum extent permitted by law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each party not located in the United States irrevocably appoints CT Corporation System, which currently maintains a San Francisco office at 49 Stevenson Street, San Francisco, California 94105, United States of America, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of San Francisco. (c) With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. Nothing in this Section 17 should be construed as a general consent to service of process as to which any shareholder of the Company or any other person may rely in connection with any suit or proceeding against the Company. 18. General. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in several counterparts, each one of which shall be an original, and all of which shall constitute one and the same document. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and you. -28- If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed copies hereof, whereupon it will become a binding agreement between the Company and the Underwriter, all in accordance with its terms. Very truly yours, FLEXTRONICS INTERNATIONAL LTD. By: /Robert Dykes/ ----------------------------------- Name: Robert Dykes Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by us in San Francisco, California as of the date first above written. Banc of America Securities LLC By BANC OF AMERICA SECURITIES LLC By: /Stephen P. Ortiz/ ----------------------------------- Name: Stephen P. Ortiz Title: Managing Director SCHEDULE A

Number of Firm Common Shares Underwriter to be Purchased ----------- --------------- Banc of America Securities LLC..................................... 20,000,000 TOTAL: 20,000,000 ==========

SCHEDULE B Subsidiaries Flextronics International USA, Inc. (California) Flextronics International Kft. (Hungary) Flextronics International Sweden AB (Sweden) Flextronics International Latin America (L), Ltd (Labuan) -31- SCHEDULE C Executive officers and directors subject to the Lock-Up Agreement Michael M. McNamara Thomas J. Smach Michael E. Marks Robert Dykes Goh Thiam Poh Tommie Exhibit A All captioned terms used herein but not defined shall have the meaning ascribed to such term in the Underwriting Agreement. Opinion of counsel for the Company to be delivered pursuant to Section 7(c)(i) of the Underwriting Agreement. References to the Prospectus in this Exhibit A include any supplements thereto at the Closing Date. Based upon and subject to the foregoing, and subject to the qualifications set forth below and any matters not disclosed to us, we are of the opinion that: (1) the Company has been duly incorporated and is validly existing in Singapore as a public company under the Companies Act, Chapter 50; (2) Flextronics Singapore has been duly incorporated and is validly existing in Singapore as a private company under the Companies Act, Chapter 50 (Flextronics Singapore is in the process of being wound up voluntarily by its shareholders); (3) the Company has the necessary corporate power and authority under Singapore law to own its properties and conduct its business as described in the Registration Statement; (4) all of the issued shares of Flextronics Singapore have been duly and validly authorised and issued and are fully-paid; (5) as far as we are aware, all the issued shares of Flextronics Singapore and Flextronics Manufacturing (HK) Limited are beneficially owned by the Company free and clear of all liens, encumbrances, equities, claims, security interests, voting trusts or other defects of title whatsoever except as disclosed in or specifically contemplated by the Prospectus, the Prospectus Supplement and the documents listed in Schedule 1 to this opinion; (6) as far as we are aware, neither the Company nor Flextronics Singapore is in violation of (a) its Memorandum and Articles of Association or of (b) any of the agreements specified in Schedule 2 to this opinion which is expressed to be governed by Singapore law and furnished to us by the Company; and the Company and Flextronics Singapore are in compliance with all decrees, statutes or governmental rules applicable in Singapore except where non-compliance would not have a material adverse effect on the financial position of the Company and its subsidiaries; -2- (7) (a) the authorised share capital of the Company as at 31 December, 2001 is S$15,000,000 divided into 1,500,000,000 Ordinary Shares and all necessary and proper corporate proceedings have been taken in order to authorise validly such authorised Ordinary Shares; and (b) out of the authorised share capital of 1,500,000,000 Ordinary Shares, [ ] Ordinary Shares have been issued and are fully paid as at 31 December, 2001 based on the Transfer Agent's Certificate furnished to us by the Transfer Agent (as defined below) and the Certificate, and based on the Company's Resolutions and assuming that such shares and the certificates relating thereto were issued by Equiserve, L.P., the Registrar and Transfer Agent of the Company in the State of Massachusetts, United States of America (the "Transfer Agent") on behalf of the Company in accordance with the Company's Resolutions and the Memorandum and Articles of Association of the Company, all of the issued Ordinary Shares have been duly and validly authorised and issued, are fully-paid and were not issued in violation of or subject to any pre-emptive rights or other rights to subscribe for or purchase any securities of the Company contained in the Memorandum and Articles of Association of the Company or provided by the laws of Singapore and the outstanding Ordinary Shares were issued in compliance with all laws of Singapore that impose any restrictions or requirements on, or otherwise regulate, the issue of securities; (8) the certificate evidencing the Firm Common Shares, in the form previously approved by the Board of Directors of the Company for issue by the Transfer Agent of the Company for the time being in the United States of America, is in due and proper form under Singapore law, and when the Seal has been affixed thereon in accordance with the Company's Articles of Association, and delivered to the Underwriter or upon its order against payment of the agreed consideration therefor in accordance with the provisions of the Agreement, the Firm Common Shares represented thereby will be duly authorised and validly issued and fully-paid, will not have been issued in violation of or subject to any pre-emptive rights or other rights to subscribe for or purchase securities of the Company contained in the Memorandum and Articles of Association of the Company or provided by the laws of Singapore and will conform in all respects to the description thereof contained in the Prospectus and the Prospectus Supplement; (9) the Company has the necessary corporate power under Singapore law to enter into the Agreement and to sell and deliver the Firm Common Shares to be sold by it to the Underwriter under the Agreement and has taken all necessary corporate action required under the laws of Singapore to authorise the execution and performance by it of the Agreement; [Mr Robert R. B. Dykes, President, Systems Group and Chief Financial Officer] is duly authorised to execute and deliver the Agreement for and on behalf of the Company; the Agreement constitutes legal, valid, binding and enforceable obligations of the Company under -3- the laws of Singapore (except that enforceability may be limited as set out in paragraph 8 below and except as to those provisions relating to indemnity or contribution for liabilities arising under the United States Securities Act of 1933, as amended, as to which we express no opinion); and no approval, authorisation, order, consent, registration, filing, qualification, licence or permit of or with any court, regulatory, administrative or other governmental body in Singapore is required for the execution and delivery of the Agreement by the Company or the consummation of the transactions contemplated by the Agreement; (10) the execution and performance of the Agreement and the consummation of the transactions therein contemplated do not violate (a) any of the provisions of the Memorandum and Articles of Association of the Company or Flextronics Singapore; or (b) any decree, statute or governmental rule applicable in Singapore; (11) as at 10 January, 2002 (a) we are not representing the Company in any legal actions, suits or proceedings which are pending or threatened against the Company and which may have a material adverse effect on the financial position of the Company and its subsidiaries, and (b) we are not aware of the existence of any such other legal actions, suits or proceedings in Singapore; (12) the statements made in the Prospectus in the last sentence of the section entitled "Enforcement of Civil Liabilities" and in the section entitled "Description of Capital Shares" (except as provided in paragraph 8(x) below) to the extent they constitute summaries of the laws of Singapore, are, in all material respects, accurate and fair summaries; (13) the choice of the internal laws of the State of New York, the United States of America as the law governing the Agreement is a valid and binding choice of law under the laws of Singapore, except to the extent that any term of the Agreement or provision of New York law applicable to the Agreement is incompatible with the public policy of Singapore; and the consent to jurisdiction as provided in Section 17(b) of the Agreement is valid and binding upon the Company under the laws of Singapore; and (14) no stamp or other issuance or transaction taxes or duties and no capital gains, income, withholding of other taxes are payable by or on behalf of the Underwriter to the Government of Singapore or any subdivision or taxing authority thereof or therein in connection with the sale, allotment and issue by the Company of the Firm Common Shares to or for the account of the Underwriter. Exhibit B All captioned terms used herein but not defined shall have the meaning ascribed to such term in the Underwriting Agreement. Opinion of special counsel for the Company to be delivered pursuant to Section 7(c)(ii) of the Underwriting Agreement. (1) FIUI has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of California; FHUI has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware; FEI has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware; each of the Company and its subsidiaries is duly qualified to do business as a foreign corporation in good standing in each jurisdiction, if any, in the United States in which the failure to so qualify would not have a material adverse effect on the Company and its subsidiaries taken as a whole; and the U.S. Subs each have full corporate power and authority to own their properties and conduct their business as currently conducted. (2) All of the issued and outstanding shares of the U.S. Subs have been duly and validly authorized and issued and are fully paid and nonassessable and, to our knowledge, are beneficially owned by the Company or a subsidiary of the Company free and clear of all liens, encumbrances, claims, security interests or voting trusts. When issued and sold at the Closing in accordance with the terms of the Underwriting Agreement, the Ordinary Shares will not have been issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities contained in any Material Agreement. (3) To our knowledge, except for options and rights granted (a) pursuant to any of the share option and purchase plans identified in Appendix C hereto, (b) pursuant to any Acquisition Agreements, and (c) pursuant to the Underwriting Agreement, there are no outstanding options, warrants or other rights providing for the issuance of, and no commitments to issue, any shares of capital stock of the Company or any security convertible or exchangeable for capital stock of the Company. (4) (a) Based solely upon the oral advice to us from the Staff of the Commission, the Registration Statement has become effective under the Act, and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement or preventing the use of the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to our knowledge, threatened or contemplated by the Commission; any required filing of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations has been made in the manner and within the time period required by such Rule 424(b); -2- (b) The Registration Statement, as of its effective date, complied, and the Prospectus complies (in each case other than financial statements, any financial data and schedules included therein as to each of which we express no opinion) as to form in all material respects with the requirements of the Act, the Rules and Regulations and the Exchange Act; (c) To our knowledge, there are no franchises, leases, contracts, agreements or documents of a character required to be disclosed in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not disclosed or filed or incorporated by reference, as required; and (d) To our knowledge, there are no legal or governmental actions, suits or proceedings pending or threatened against the Company that are required to be described in the Prospectus that are not described as required. (5) The Company has full corporate power and authority to enter into the Underwriting Agreement and to sell and deliver the Ordinary Shares to be sold by it to the Underwriter; the Underwriting Agreement has been duly and validly authorized by all necessary corporate action by the Company, has been duly and validly executed and delivered by and on behalf of the Company, and is a valid and binding agreement of the Company in accordance with its terms (subject to the limitations regarding enforceability of obligations set forth elsewhere in this opinion); and no approval, authorization, order, consent, registration, filing, qualification, license or permit of or with any court, regulatory, administrative or other governmental body is required under United States federal or California state law for the execution and delivery of the Underwriting Agreement by the Company or the consummation of the transactions provided for by the Underwriting Agreement to be performed as of the date hereof (other than such as may be required under Blue Sky laws, federal securities laws, or the rules and regulations of the National Association of Securities Dealers, Inc., as to each of which we express no opinion). (6) The execution and performance of the Underwriting Agreement and the consummation of the transactions provided for therein do not conflict with, result in the breach of, or constitute, either by itself or upon notice or the passage of time or both, a default under, any of the Material Agreements, or violate any of the provisions of the Certificate of Incorporation, the Memorandum of Association or Articles of the Company, the Articles of Incorporation or Bylaws of FIUI or the Certificate of Incorporation or Bylaws of FHUI or FEI, or violate any United States federal or California state statute, rule or regulation, or the Delaware General Corporation Law, or any United States federal or California state judgment, decree or order known to us of any United States federal or California court or United States federal or California governmental body having jurisdiction over the Company or the U.S. Subs or any of their respective property. -3- (7) Each of the Exchange Act Reports (other than the exhibits, financial statements, financial data and supporting schedules included therein, as to which in each case we express no opinion) incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, complied when such Exchange Act Reports were filed as to form in all material respects with the Exchange Act. In rendering such opinion, such counsel may state that with respect to all matters of the laws of Singapore or pertaining to the Memorandum or Articles of Association of the Company, they are relying solely on the opinion of Allen & Gledhill. Fenwick & West LLP shall also include a statement to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that, either at the effective date of the Registration Statement or at the applicable Closing Date, the Registration Statement or the Prospectus, or any amendment or supplement thereto, contained or contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Exhibit C Form of Lock-Up Banc of America Securities LLC 600 Montgomery Street San Francisco, California 94111 As the Underwriter RE: Public offering of the Ordinary Shares of Flextronics International Ltd. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain Ordinary Shares of the Company ("Ordinary Shares") or securities convertible into or exchangeable or exercisable for Ordinary Shares. The Company proposes to carry out a public offering of Ordinary Shares (the "Offering") for which you will act as the Underwriter. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any Ordinary Shares, options or warrants to acquire ordinary Shares, or securities exchangeable or exercisable for or convertible into Ordinary Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned's intention to do any of the foregoing, for a period commencing on the date hereof and continuing to a date 60 days after the first date any of the Ordinary Shares to be sold in the Offering are sold to the public; provided, however, that the undersigned may sell up to an aggregate of [ ] Ordinary Shares without the prior written consent of Banc of America Securities LLC; provided further that the undersigned may transfer his Ordinary Shares to immediate family members or to a trust for the benefit of the undersigned or the undersigned's immediate family, provided that each transferee or other recipient executes a counterpart copy of this agreement. The undersigned also agrees and consents to -2- the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares held by the undersigned except in compliance with the foregoing restrictions. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated: , 2002 - ---------------------------------------------------- Printed Name of Holder By: ------------------------------------------------ Signature - ---------------------------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) Exhibit D Lock-Up For 10b5-1 Banc of America Securities LLC 600 Montgomery Street San Francisco, California 94111 As the Underwriter RE: Public offering of the Ordinary Shares of Flextronics International Ltd. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain Ordinary Shares of the Company ("Ordinary Shares") or securities convertible into or exchangeable or exercisable for Ordinary Shares. The Company proposes to carry out a public offering of Ordinary Shares (the "Offering") for which you will act as the Underwriter. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any Ordinary Shares, options or warrants to acquire ordinary Shares, or securities exchangeable or exercisable for or convertible into Ordinary Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce the undersigned's intention to do any of the foregoing, for a period commencing on the date hereof and continuing to a date 60 days after the first date any of the Ordinary Shares to be sold in the Offering are sold to the public; provided, however, that the undersigned may without the prior written consent of Banc of America Securities LLC (1) sell up to an aggregate [ ] Ordinary Shares pursuant to orders or commitments in effect on the date hereof, and (2) sell up to an additional aggregate [ ] Ordinary Shares pursuant to transactions entered into after the date hereof; provided further that the undersigned may transfer his Ordinary Shares to immediate family members or to a trust or partnership for -2- the benefit of the undersigned or the undersigned's immediate family, provided that each transferee or other recipient executes a counterpart copy of this agreement. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares held by the undersigned except in compliance with the foregoing restrictions. -3- This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Dated: , 2002 - ---------------------------------------------------- Printed Name of Holder By: ------------------------------------------------ Signature - ---------------------------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) EX-5.01 4 f78328ex5-01.txt EXHIBIT 5.01 Exhibit 5.01 [ALLEN & GLEDHILL LETTERHEAD] OUR REF : RQ/YLT/SLLC/16331/011 YOUR REF : 10 January 2002 Flextronics International Ltd. 2 Changi South Lane Singapore 486123 Dear Sirs FLEXTRONICS INTERNATIONAL LTD. (THE "COMPANY") REGISTRATION STATEMENT ON FORM S-3 1. We refer to the Registration Statement on Form S-3 (File No. 333-46770) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission on or about 27 September, 2000 in connection with the Company's proposed issuance and sale, from time to time, of ordinary shares of S$0.01 each in the capital of the Company ("Ordinary Shares") to which the Registration Statement relates (the "Registration Shares"). You have advised us that the Registration Shares may be sold from time to time on a delayed or continuous basis as set forth in the Registration Statement, the Prospectus contained therein and the supplements to the Prospectus. 2. This opinion is rendered in connection with the offer, issue and sale in the United States of America of up to 23,000,000 new Ordinary Shares (the "Offering"), of which 20,000,000 Ordinary Shares (the "Offering Shares") are being offered by Banc of America Securities LLC (the "Underwriter"), and 3,000,000 additional Ordinary Shares are the subject of an option granted by the Company to the Underwriter solely to cover over-allotments, if any, all pursuant to the Underwriting Agreement (the "Agreement") dated 8 January, 2002 made between (1) the Company, and (2) the Underwriter. We have assumed that the Offering Shares comprise part of the Registration Shares. 3. For the purpose of rendering this opinion, we have examined:- (i) the final form of the Agreement as provided to us by electronic mail on 9 January, 2002; Allen & Gledhill Page 2 (ii) the Registration Statement as provided to us by electronic mail on 25 September, 2000, including a Prospectus (the "Prospectus") dated 6 October, 2000 and as provided to us by electronic mail on 8 January, 2002; (iii) the Prospectus Supplement (to the Prospectus) dated 8 January, 2002 (the "Prospectus Supplement") relating to the Offering Shares filed with the Securities and Exchange Commission on or about 8 January, 2002 and as provided to us by electronic mail on 9 January, 2002; (iv) copies of all resolutions of the Board of Directors of the Company and of the shareholders of the Company passed since the date of incorporation of the Company up to 20 September, 2001 relating to the authorisation for the issue of and the allotment and issue of the shares in the capital of the Company (the "Company's Resolutions"); (v) a faxed copy of the resolutions of the Board of Directors of the Company passed on 7 January, 2002 (the "Company's Board Resolutions") relating to the authorisation for the issue of and the allotment and issue of the Offering Shares; and (vi) such other documents as we have considered necessary or desirable to examine in order that we may give this opinion. 4. We have assumed:- (i) that the Agreement has been executed by each of the parties expressed to be a party thereto in the form examined by us for the purpose of rendering this opinion, duly and properly completed; (ii) the genuineness of all signatures on all documents and the completeness, and the conformity to original documents, of all copies submitted to us; (iii) the correctness of all facts stated in the Agreement, the Registration Statement, the Prospectus and the Prospectus Supplement (other than those which are the subject of our opinion below); (iv) that copies of the Company's Resolutions and the Company's Board Resolutions submitted to us for examination are true, complete and up-to-date copies and that the Company's Resolutions and the Company's Board Resolutions have not been rescinded or modified and they remain in full force and effect and that no other resolution or other action has been taken which could affect the validity of the Company's Resolutions or the Company's Board Resolutions; (v) that the total issued and paid-up share capital of the Company consequent upon the issue by the Company of the Offering Shares on 11 January, 2002 pursuant to the Agreement will not exceed the authorised share capital of the Company as at 11 January, 2002; and (vi) that the Offering Shares will be duly offered, sold and delivered in accordance with the terms of the Agreement and, in particular, the selling restrictions referred to in paragraph 5 below have been and will be complied with in all respects. Allen & Gledhill Page 3 5. We have advised that as no prospectus in connection with the Offering has been registered with the Registrar of Companies in Singapore, the Offering Shares may not be offered or sold, nor may the Prospectus or the Prospectus Supplement or any other document or material in connection with the offer of the Offering Shares be distributed, either directly or indirectly, (i) to persons in Singapore other than under circumstances in which such offer or sale does not constitute an offer or sale of the Offering Shares to the public in Singapore or (ii) to the public or any member of the public in Singapore other than pursuant to, and in accordance with the conditions of, an exemption invoked under the applicable provisions of Singapore laws and to persons to whom the Offering Shares may be offered or sold under such exemption. 6. As your Singapore counsel, we have examined the proceedings taken by the Company in connection with the proposed allotment and issue of the Offering Shares pursuant to the Agreement. We have also made such other examinations of law and fact as we have considered necessary in order to form a basis for the opinion hereafter expressed. 7. Based on the foregoing, we are of the opinion that the Offering Shares to be allotted and issued by the Company in accordance with the Agreement against payment of the agreed consideration therefor in accordance with the provisions of the Agreement will, upon the issue of share certificate representing such Offering Shares in accordance with the Articles of Association of the Company, be validly issued, fully-paid and non-assessable. The term "non-assessable" as used in this opinion means under Singapore laws, that the Offering Shares when allotted and issued would be fully paid up and the persons to whom the Offering Shares are issued would be under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Offering Shares. 8. We consent to the filing of this opinion as exhibit 5.1 to the Registration Statement and further consent to all references to us, if any, in the Registration Statement. Yours faithfully /s/ Allen & Gledhill EX-99.01 5 f78328ex99-01.txt EXHIBIT 99.01 EXHIBIT 99.01 FLEXTRONICS ANNOUNCES PRICING OF PUBLIC STOCK OFFERING OF 20,000,000 ORDINARY SHARES SINGAPORE, JANUARY 7, 2002 -- Flextronics International Ltd. (NASDAQ: FLEX) today announced the pricing of a public offering of 20,000,000 of its ordinary shares at a public offering price of $25.96 per share under its currently effective shelf registration. Banc of America Securities LLC is the underwriter for the offering. Flextronics has granted the underwriter a 30-day option to purchase up to an additional 3,000,000 ordinary shares to cover over-allotments, if any. Flextronics intends to use the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures, and strategic acquisitions or investments. . A prospectus related to the offering may be obtained from Banc of America Securities LLC, 600 Montgomery Street, San Francisco, CA 94111. ABOUT FLEXTRONICS Headquartered in Singapore, Flextronics is a world-class Electronics Manufacturing Services (EMS) provider focused on delivering operational services to branded technology companies. With fiscal year 2001 revenues of USD$12 billion and approximately 70,000 employees, Flextronics is a major global operating company with design, engineering, manufacturing and logistics operations in 28 countries and four continents. This global presence allows for manufacturing excellence through a network of facilities situated in key markets and geographies that in turn provide its customers with the resources, technology and capacity to optimize their operations. Flextronics' ability to provide end-to-end operational services that includes innovative product design, manufacturing, IT expertise and logistics has established the Company as the top-tier EMS provider. For further information, please visit www.flextronics.com. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. # # # # -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.01

                                                                    EXHIBIT 1.01



                                20,000,000 SHARES

                         FLEXTRONICS INTERNATIONAL LTD.
                                 ORDINARY SHARES

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

                             UNDERWRITING AGREEMENT

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



                                                                 January 8, 2002


BANC OF AMERICA SECURITIES LLC
600 Montgomery Street
San Francisco, CA 94111

Ladies and Gentlemen:

               1. Introductory. Flextronics International Ltd., a Singapore
company (the "Company"), proposes to issue and sell to Banc of America
Securities LLC (the "Underwriter") 20,000,000 shares of its authorized but
unissued Ordinary Shares S$.01 par value each in the capital of the Company (the
"Ordinary Shares"). The 20,000,000 shares to be sold by the Company are referred
to as the "Firm Common Shares." In addition, the Company has granted to the
Underwriter an option to purchase up to an additional 3,000,000 Ordinary Shares
(the "Optional Common Shares") as provided in Section 4(b). The Firm Common
Shares and the Optional Common Shares are collectively referred to as the
"Common Shares."

               The Company hereby confirms its agreement with respect to your
purchase of the Common Shares as follows:

               2. Representations and Warranties of the Company. The Company
hereby represents, warrants and covenants to you, the Underwriter, as follows:

               (a) The Company has prepared and filed with the Securities and
        Exchange Commission (the "Commission"), in conformity with the
        Securities Act of 1933, as amended (the "Act"), and the rules and
        regulations (the "Rules and Regulations") thereunder, a Registration
        Statement on Form S-3 (File No. 333-46770), including a prospectus
        relating to the registration of the Common Shares (as amended to the
        date hereof, the "Registration Statement"). The Registration Statement
        has been declared effective by the Commission under the Securities Act.
        The Company has also filed with, or shall promptly hereafter file with
        the Commission, a final prospectus supple-



                                      -2-


        ment specifically relating to the Common Shares pursuant to Rule 424(b).
        The prospectus included in the Registration Statement is hereinafter
        referred to as the "Basic Prospectus." The term "Prospectus" means the
        Basic Prospectus together with the final prospectus supplement
        specifically relating to the Common Shares. As used herein, the terms
        "Registration Statement," "Basic Prospectus," and "Prospectus" shall
        include in each case the material, if any, incorporated by reference
        therein or deemed incorporated by reference therein pursuant to the
        Securities Exchange Act of 1934, as amended, and the rules and
        regulations promulgated thereunder (collectively, the "Exchange Act").
        There have been delivered to you four signed copies of the Registration
        Statement and all amendments and supplements thereto, together with four
        copies of each exhibit filed therewith.

               All references in this Agreement to financial statements and
        schedules and other information which is "contained," "included" or
        "stated" in the Registration Statement or the Prospectus (and all other
        references of like import) shall be deemed to mean and include all such
        financial statements and schedules and other information which is or is
        deemed to be incorporated by reference in the Registration Statement or
        the Prospectus, as the case may be; and all references in this Agreement
        to amendments or supplements to the Registration Statement or the
        Prospectus shall be deemed to mean and include the filing of any
        document under the Exchange Act which is or is deemed to be incorporated
        by reference in the Registration Statement or the Prospectus, as the
        case may be.

               (b) The Commission has not issued any order preventing or
        suspending the use of the Basic Prospectus, and the Basic Prospectus has
        conformed in all material respects to the requirements of the Act and
        the Rules and Regulations and, as of its date, has not included any
        untrue statement of a material fact or omitted to state a material fact
        necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading; and at the
        time the Registration Statement became effective, and at all times
        subsequent thereto up to and including each Closing Date hereinafter
        mentioned, the Registration Statement and the Prospectus, and any
        amendments or supplements thereto, will contain all material statements
        and information required to be included therein by the Act and the Rules
        and Regulations, and will in all material respects conform to the
        requirements of the Act and the Rules and Regulations, and neither the
        Registration Statement nor the Prospectus, nor any amendment or
        supplement thereto, will include any untrue statement of a material fact
        or omit to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading; provided,
        however, no representation or warranty contained in this subsection 2(b)
        shall be applicable to information contained in or omitted from the
        Registration Statement, the Prospectus or any such amendment or
        supplement in reliance upon and in conformity with written information
        furnished to



                                      -3-


        the Company by or on behalf of the Underwriter specifically for use in
        the preparation thereof. Each preliminary prospectus and the Prospectus
        filed with the Commission by electronic submission was identical to the
        copy thereof delivered to the Underwriter for use in connection with the
        offer and sale of the Common Shares.

               (c) The Company does not own or control, directly or indirectly,
        any material corporation, association or other entity other than the
        subsidiaries listed on Schedule B. The Company has been duly
        incorporated and is validly existing as a public company under the laws
        of Singapore. Each of the subsidiaries of the Company has been duly
        incorporated and is validly existing in its jurisdiction of
        incorporation or formation. The Company and each of its subsidiaries has
        full power and authority (corporate and other) to own and lease their
        respective properties and conduct their respective businesses; except as
        disclosed in the Registration Statement, the Company owns all of the
        outstanding capital stock or joint venture interests of its
        subsidiaries, free and clear of all claims, liens, charges and
        encumbrances; the Company and each of its subsidiaries are in possession
        of and operating in compliance with all authorizations, licenses,
        permits, consents, certificates and orders material to the conduct of
        their respective businesses, all of which are valid and in full force
        and effect; the Company and each of its subsidiaries are duly qualified
        to do business and are in good standing as foreign corporations in each
        jurisdiction in which the ownership or leasing of properties or the
        conduct of their respective businesses requires such qualification,
        except for jurisdictions in which the failure to so qualify would not
        have a material adverse effect upon the Company or the subsidiary; and
        no proceedings have been instituted in any such jurisdiction, revoking,
        limiting or curtailing, or seeking to revoke, limit or curtail, such
        power and authority or qualification.

               (d) The Company has an authorized share capital as set forth
        under the heading "Capitalization" in the Prospectus and issued share
        capital as of September 30, 2001, as set forth under the heading
        "Capitalization" in the Prospectus; the issued and outstanding Ordinary
        Shares have been duly authorized and validly issued, are fully paid,
        have been issued in compliance with all federal and state securities
        laws, whether of Singapore, the United States or otherwise, were not
        issued in violation of or subject to any preemptive rights or other
        rights to subscribe for or purchase securities, and conform to the
        description thereof contained in the Prospectus. All issued and
        outstanding shares of capital stock of each subsidiary of the Company
        have been duly authorized and validly issued and are fully paid. Except
        as disclosed in the Prospectus and the financial statements of the
        Company, and the related notes thereto, included in the Prospectus,
        neither the Company nor any subsidiary has outstanding any options to
        purchase, or any preemptive rights or other rights to subscribe for or
        to purchase, any securities or obligations convertible into, or any
        contracts or commitments to issue or sell, shares of its capital stock
        or any such options, rights, convertible securities or ob-


                                      -4-


        ligations (except for options granted pursuant to plans described in the
        Prospectus subsequent to the date of information set forth in the
        Prospectus). The description of the Company's stock option, stock bonus
        and other stock schemes, plans or arrangements, and the options or other
        rights granted and exercised thereunder, set forth in the Prospectus
        accurately and fairly presents the information required to be shown with
        respect to such schemes, plans, arrangements, options and rights.

               (e) The Common Shares to be purchased by the Underwriter from the
        Company have been duly authorized and, when issued, delivered and paid
        for in the manner set forth in this Agreement, will be duly authorized,
        validly issued and fully paid, and will conform to the description
        thereof contained in the Prospectus. No preemptive rights or other
        rights to subscribe for or purchase exist with respect to the issuance
        and sale of the Common Shares by the Company pursuant to this Agreement.
        No shareholder of the Company has any right which has not been waived to
        require the Company to register the sale of any shares owned by such
        shareholder under the Act in the public offering contemplated by this
        Agreement. No further approval or authority of the shareholders or the
        Board of Directors of the Company will be required for the issuance and
        sale of the Common Shares to be sold by the Company as contemplated
        herein other than the Board of Directors' approval of the Underwriter,
        which will occur prior to the Closing.

               (f) The Company has full legal right, power and authority to
        enter into this Agreement and perform the transactions contemplated
        hereby. This Agreement has been duly authorized, executed and delivered
        by the Company and constitutes a valid and binding obligation of the
        Company in accordance with its terms. The making and performance of this
        Agreement by the Company and the consummation of the transactions herein
        contemplated will not violate any provisions of the Memorandum and
        Articles of Association, Certificate of Incorporation, or other
        organizational documents, of the Company or any of its subsidiaries, and
        will not conflict with, result in the breach or violation of, or
        constitute, either by itself or upon notice or the passage of time or
        both, a default under any agreement, mortgage, deed of trust, lease,
        franchise, license, indenture, permit or other instrument to which the
        Company or any of its subsidiaries is a party or by which the Company or
        any of its subsidiaries or any of its respective properties may be bound
        or affected (except as to conflicts, breaches, violations or defaults of
        any of the foregoing that individually or in the aggregate would not be
        material to the Company), any statute or any authorization, judgment,
        decree, order, rule or regulation of any court or any regulatory body,
        administrative agency or other governmental body applicable to the
        Company or any of its subsidiaries or any of their respective
        properties. No consent, approval, authorization or other order of any
        court, regulatory body, administrative agency or other governmental body
        is required for the execution and delivery of this Agreement or the
        consummation of the transactions


                                      -5-


        contemplated by this Agreement, except for compliance with the Act, the
        Blue Sky laws applicable to the public offering of the Common Shares by
        the Underwriter and, if applicable, the clearance of such offering with
        the National Association of Securities Dealers, Inc. (the "NASD").

               (g) Arthur Andersen LLP, who has expressed its opinion with
        respect to the consolidated financial statements and schedules filed
        with the Commission as a part of the Registration Statement and included
        in the Prospectus and in the Registration Statement, and Deloitte &
        Touche LLP who has expressed its opinion with respect to the
        consolidated financial statements and schedules referred to in the
        Registration Statement and Prospectus are independent accountants as
        required by the Act, the Rules and Regulations and the Exchange Act.

               (h) The consolidated financial statements and schedules of the
        Company and its subsidiaries, and the related notes thereto, included in
        each Registration Statement and the Prospectus present fairly the
        consolidated financial position of the Company and its subsidiaries as
        of the respective dates of such financial statements and schedules, and
        the results of operations and changes in financial position of the
        Company and its subsidiaries for the respective periods covered thereby.
        Such statements, schedules and related notes have been prepared in
        accordance with generally accepted accounting principles applied on a
        consistent basis as certified by the independent accountants named in
        subsection 2(g). No other financial statements or schedules are required
        to be included in the Registration Statement. The selected financial
        data set forth in the Prospectus under the caption "Capitalization"
        fairly presents the information set forth therein on the basis stated in
        the Registration Statement.

               (i) Except as disclosed in the Prospectus, and except as to
        defaults which individually or in the aggregate would not be material to
        the Company, neither the Company nor any of its subsidiaries is in
        violation or default of any provision of its Memorandum and Articles of
        Association, Certificate of Incorporation, or other organizational
        documents, or is in breach of or default with respect to any provision
        of any agreement, judgment, decree, order, mortgage, deed of trust,
        lease, franchise, license, indenture, permit or other instrument to
        which it is a party or by which it or any of its properties are bound;
        and there does not exist any state of facts which constitutes an event
        of default on the part of the Company or any such subsidiary as defined
        in such documents or which, with notice or lapse of time or both, would
        constitute such an event of default.

               (j) There are no contracts or other documents required to be
        described in the Registration Statement or to be filed as exhibits to
        the Registration Statement by the Act or by the Rules and Regulations
        which have not been described or filed as re-


                                      -6-


        quired. The descriptions of the contracts so described in the Prospectus
        are accurate; all such contracts are in full force and effect on the
        date hereof; and neither the Company nor any of its subsidiaries, nor to
        the best of the Company's knowledge, any other party is in breach of or
        default under any of such contracts.

               (k) There are no legal or governmental actions, suits or
        proceedings pending or, to the best of the Company's knowledge,
        threatened to which the Company or any of its subsidiaries is or may be
        a party or of which property owned or leased by the Company or any of
        its subsidiaries is or may be the subject, or related to environmental
        or discrimination matters, which actions, suits or proceedings might,
        individually or in the aggregate, prevent or adversely affect the
        transactions contemplated by this Agreement or result in a material
        adverse change in the condition (financial or otherwise), properties,
        business, results of operations or, to the best of the Company's
        knowledge, prospects of the Company and its subsidiaries; and no labor
        disturbance by the employees of the Company or any of its subsidiaries
        exists or is imminent which might be expected to affect adversely such
        condition, properties, business, results of operations or, to the best
        of Company's knowledge, prospects. Neither the Company nor any of its
        subsidiaries is a party or subject to the provisions of any material
        injunction, judgment, decree or order of any court, regulatory body,
        administrative agency or other governmental body.

               (l) The Company or the applicable subsidiary has good and
        marketable title to all the properties and assets reflected as owned in
        the financial statements hereinabove described (or elsewhere in the
        Prospectus), subject to no lien, mortgage, pledge, charge or encumbrance
        of any kind except (i) those, if any, reflected in such financial
        statements (or elsewhere in the Prospectus), or (ii) those which are not
        material in amount and do not adversely affect the use made and proposed
        to be made of such property by the Company and its subsidiaries. The
        Company or the applicable subsidiary holds its leased properties under
        valid and binding leases, with such exceptions as are not materially
        significant in relation to the business of the Company. Except as
        disclosed in the Prospectus, the Company owns or leases all such
        properties as are necessary to its operations as now conducted or as
        proposed to be conducted as described in the Registration Statement.

               (m) Since the respective dates as of which information is given
        in the Registration Statement and Prospectus, and except as described in
        or specifically contemplated by the Prospectus: (i) the Company and its
        subsidiaries have not incurred any material liabilities or obligations,
        indirect, direct or contingent, or entered into any material verbal or
        written agreement or other transaction which is not in the ordinary
        course of business; (ii) the Company and its subsidiaries have not
        sustained any material loss or interference with their respective
        businesses or properties from fire, flood,



                                      -7-


        windstorm, accident or other calamity, whether or not covered by
        insurance; (iii) the Company has not paid or declared any cash dividends
        or other cash distributions with respect to its issued share capital and
        the Company and its subsidiaries are not in default in the payment of
        principal or interest on any outstanding debt obligations; (iv) there
        has not been any change in the share capital (other than upon the sale
        of the Common Shares hereunder and the grant of options in the ordinary
        course of business or exercise of options disclosed in the Prospectus)
        or indebtedness material to the Company and its subsidiaries (other than
        in the ordinary course of business); and (v) there has not been any
        material adverse change in the condition (financial or otherwise),
        business, properties, results of operations or, to the best of the
        Company's knowledge, prospects of the Company and its subsidiaries.

               (n) Except as disclosed in or specifically contemplated by the
        Prospectus, the Company and its subsidiaries have sufficient trademarks,
        trade names, patent rights, mask works, copyrights, licenses, approvals
        and governmental authorizations to conduct their businesses as now
        conducted; the expiration of any trademarks, trade names, patent rights,
        mask works, copyrights, licenses, approvals or governmental
        authorizations would not have a material adverse effect on the condition
        (financial or otherwise), business, results of operations or, to the
        best of the Company's knowledge, prospects of the Company or its
        subsidiaries; and the Company has no knowledge of any material
        infringement by it or its subsidiaries of trademark, trade name rights,
        patent rights, mask works, copyrights, licenses, trade secret or other
        similar rights of others, and there is no claim being made against the
        Company or its subsidiaries regarding trademark, trade name, patent,
        mask work, copyright, license, trade secret or other infringement which
        could have a material adverse effect on the condition (financial or
        otherwise), business, results of operations or, to the best of the
        Company's knowledge, prospects of the Company and its subsidiaries.

               (o) The Company has not been advised, and has no reason to
        believe, that either it or any of its subsidiaries is not conducting
        business in compliance with all applicable laws, rules and regulations
        of the jurisdictions in which it is conducting business, including,
        without limitation, all applicable local, state and federal
        environmental laws and regulations; except where failure to be so in
        compliance would not materially adversely affect the condition
        (financial or otherwise), business, results of operations or, to the
        best of the Company's knowledge, prospects of the Company and its
        subsidiaries.

               (p) The Company and its subsidiaries have filed all necessary
        federal, national, state, provincial, foreign and other income and
        franchise tax returns and have paid all taxes shown as due thereon; and
        the Company has no knowledge of any tax deficiency which has been or
        might be asserted or threatened against the Company or


                                      -8-


        its subsidiaries which could materially and adversely affect the
        business, operations or properties of the Company and its subsidiaries.

               (q) The Company is not an "investment company" within the meaning
        of the Investment Company Act of 1940, as amended.

               (r) The Company has not distributed and will not distribute prior
        to the Closing Date any offering material in connection with the
        offering and sale of the Common Shares other than the Prospectus, the
        Registration Statement and the other materials permitted by the Act.

               (s) Each of the Company and its subsidiaries maintain insurance
        of the types and in the amounts generally deemed adequate for its
        business, including, but not limited to, insurance covering real and
        personal property owned or leased by the Company and its subsidiaries
        against theft, damage, destruction, acts of vandalism and all other
        risks customarily insured against, all of which insurance is in full
        force and effect.

               (t) To the Company's knowledge, except as otherwise disclosed in
        or specifically contemplated by the Prospectus or as would not,
        individually or in the aggregate, result in a material adverse change in
        the condition (financial or otherwise) business or results of operations
        (i) neither the Company nor any of its subsidiaries is in violation of
        any federal, state, local or foreign law or regulation relating to
        pollution or protection of human health or the environment (including,
        without limitation, ambient air, surface water, groundwater, land
        surface or subsurface strata) or wildlife, including without limitation,
        laws and regulations relating to emissions, discharges, releases or
        threatened releases of chemicals, pollutants, contaminants, wastes,
        toxic substances, hazardous substances, petroleum and petroleum products
        (collectively, "Materials of Environmental Concern"), or otherwise
        relating to the manufacture, processing, distribution, use, treatment,
        storage, disposal, transport or handling of Materials of Environmental
        Concern (collectively, "Environmental Laws"), which violation includes,
        but is not limited to, noncompliance with any permits or other
        governmental authorizations required for the operation of the business
        of the Company or its subsidiaries under applicable Environmental Laws,
        or noncompliance with the terms and conditions thereof, nor has the
        Company or any of its subsidiaries received any written communication,
        whether from a governmental authority, citizens group, employee or
        otherwise, that alleges that the Company or any of its subsidiaries is
        in violation of any Environmental Law; (ii) there is no claim, action or
        cause of action filed with a court or governmental authority, no
        investigation with respect to which the Company has received written
        notice, and no written notice by any person or entity alleging potential
        liability for investigatory costs, cleanup costs, governmental responses
        costs, natural


                                      -9-


        resources damages, property damages, personal injuries, attorneys' fees
        or penalties arising out of, based on or resulting from the presence, or
        release into the environment, of any Material of Environmental Concern
        at any location owned, leased or operated by the Company or any of its
        subsidiaries, now or in the past (collectively, "Environmental Claims"),
        pending or, threatened in writing against the Company or any of its
        subsidiaries or any person or entity whose liability for any
        Environmental Claim the Company or any of its subsidiaries has retained
        or assumed either contractually or by operation of law; and (iii) there
        are no present actions, activities, circumstances, conditions, events or
        incidents, including, without limitation, the release, emission,
        discharge, presence or disposal of any Material of Environmental
        Concern, that reasonably could result in a violation of any
        Environmental Law or form the basis of a potential Environmental Claim
        against the Company or any of its subsidiaries or against any person or
        entity whose liability for any Environmental Claim the Company or any of
        its subsidiaries has retained or assumed either contractually or by
        operation of law.

               (u) Neither the Company nor any of its subsidiaries has at any
        time during the last five years (i) made any unlawful contribution to
        any candidate for public office, or failed to disclose fully any
        contribution in violation of law, or (ii) made any payment to any
        governmental officer or official, or other person charged with similar
        public or quasi-public duties, other than payments required or permitted
        by the laws of the United States or any jurisdiction thereof.

               (v) The Company has not taken and will not take, directly or
        indirectly, any action designed to or that might be reasonably expected
        to cause or result in stabilization or manipulation of the price of the
        Ordinary Shares to facilitate the sale or resale of the Common Shares.

               (w) Subject to the approval of the Underwriter by the Board of
        Directors of the Company as referred to in (e) above, no transfer taxes
        are required to be paid in connection with the sale and delivery of the
        Common Shares to the Underwriter hereunder.

               (x) The Ordinary Shares (including the Common Shares) are
        registered pursuant to Section 12(g) of the Exchange Act and the
        Ordinary Shares (excluding Common Shares) are listed on the Nasdaq
        National Market, and the Company has taken no action designed to, or
        likely to have the effect of, terminating the registration of the
        Ordinary Shares under the Exchange Act or delisting the Ordinary Shares
        from the Nasdaq National Market, nor has the Company received any
        notification that the Commission or the NASD is contemplating
        terminating such registration or listing.

               (y) The documents incorporated or deemed to be incorporated by
        reference in the Prospectus, at the time they were or hereafter are
        filed with the Commission,


                                      -10-


        complied and will comply in all material respects with the requirements
        of the Exchange Act, and, when read together with the other information
        in the Prospectus, at the time the Registration Statement and any
        amendments thereto become effective and at the Closing Date, as the case
        may be, will not contain an untrue statement of a material fact or omit
        to state a material fact required to be stated therein or necessary to
        make the statements therein, in the light of the circumstances under
        which they were made, not misleading.

               Any certificate signed by an officer of the Company and delivered
to the Underwriter or to counsel for the Underwriter shall be deemed to be a
representation and warranty by the Company to the Underwriter as to the matters
covered thereby.

               3. Representations and Warranties of the Underwriter. The
Underwriter represents and warrants to the Company that the information set
forth on the cover page of the Prospectus with respect to price, underwriting
discounts and commissions and the information (other than the first, second,
fourth, fifth and sixth paragraphs) under "Underwriting" in the Prospectus was
furnished to the Company by and on behalf of the Underwriter for use in
connection with the preparation of the Prospectus and is correct in all material
respects.

               4. Purchase, Sale and Delivery of Common Shares.

               (a) The Firm Common Shares; the First Closing Date. Upon the
terms herein set forth, the Company agrees to issue and sell to the Underwriter
an aggregate of 20,000,000 Firm Common Shares. On the basis of the
representations, warranties and agreements herein contained, and upon the terms
but subject to the conditions herein set forth, the Underwriter agrees to
purchase from the Company the number of Firm Common Shares set forth opposite
its name on Schedule A. The purchase price per Firm Common Share to be paid by
the Underwriter to the Company shall be $25.24 per share.

               Delivery of certificates for the Firm Common Shares to be
purchased by the Underwriter and payment therefor shall be made at the offices
of Banc of America Securities LLC, 600 Montgomery Street, San Francisco,
California (or such other place as may be agreed to by the Company Underwriter)
at 6:00 a.m. San Francisco time, on January 11, 2002, or such other time and
date not later than 10:30 a.m. San Francisco time, on January 11, 2002 as the
Underwriter shall designate by notice to the Company (the time and date of such
closing are called the "First Closing Date"). The Company hereby acknowledges
that circumstances under which the Underwriter may provide notice to postpone
the First Closing Date as originally scheduled include, but are in no way
limited to, any determination by the Company or the Underwriter to recirculate
to the public copies of an amended or supplemented Prospectus.


                                      -11-


               (b) The Optional Common Shares; the Second Closing Date. In
addition, on the basis of the representations, warranties and agreements herein
contained, and upon the terms but subject to the conditions herein set forth,
the Company hereby grants an option to the Underwriter to purchase up to an
aggregate of 3,000,000 Optional Common Shares from the Company at the purchase
price per Optional Common Share of $25.55 per share. The option granted
hereunder is for use by the Underwriter solely in covering any over-allotments
in connection with the sale and distribution of the Firm Common Shares. The
option granted hereunder may be exercised at any time (but not more than once)
upon notice by the Underwriter to the Company which notice may be given at any
time within 30 days from the date of this Agreement. Such notice shall set forth
(i) the aggregate number of Optional Common Shares as to which the Underwriter
are exercising the option, (ii) the names and denominations in which the
certificates for the Optional Common Shares are to be registered and (iii) the
time, date and place at which such certificates will be delivered (which time
and date may be simultaneous with, but not earlier than, the First Closing Date;
and in such case the term "First Closing Date" shall refer to the time and date
of delivery of certificates for the Firm Common Shares and the Optional Common
Shares). Such time and date of delivery, if subsequent to the First Closing
Date, is called the "Second Closing Date" and shall be determined by the
Underwriter and shall not be earlier than three nor later than five full
business days after delivery of such notice of exercise. The term "Closing Date"
shall refer to either the First Closing Date or the Second Closing Date, as the
case may be. If any Optional Common Shares are to be purchased, (a) the
Underwriter agrees to purchase the number of Optional Common Shares (subject to
such adjustments to eliminate fractional shares as the Underwriter may
determine) and the Company agrees to sell the total number of Optional Common
Shares to be sold. The Underwriter may cancel the option at any time prior to
its expiration by giving written notice of such cancellation to the Company.

               (c) Public Offering of the Common Shares. The Underwriter hereby
advise the Company that the Underwriter intends to offer for sale to the public,
as described in the Prospectus, its Common Shares as soon after this Agreement
has been executed as the Underwriter, in its sole judgment, has determined is
advisable and practicable.

               (d) Payment for the Common Shares. Payment for the Common Shares
to be sold by the Company shall be made at the First Closing Date (and, if
applicable, at the Second Closing Date) by wire transfer of immediately
available funds to the order of the Company.

               It is understood that the Underwriter has been authorized, for
its own account, to accept delivery of and receipt for, and make payment of the
purchase price for, the Firm Common Shares and any Optional Common Shares the
Underwriter has agreed to purchase.


                                      -12-


               (e) Delivery of the Common Shares. The Company shall deliver, or
cause to be delivered, to the Underwriter certificates for the Firm Common
Shares to be sold at the First Closing Date, against the irrevocable release of
a wire transfer of immediately available funds for the amount of the purchase
price therefor. The Company shall also deliver, or cause to be delivered, to the
Underwriter, certificates for the Optional Common Shares the Underwriter has
agreed to purchase at the First Closing Date or the Second Closing Date, as the
case may be, against the irrevocable release of a wire transfer of immediately
available funds for the amount of the purchase price therefor. The certificates
for the Common Shares shall be in definitive form and registered in such names
and denominations as the Underwriter shall have requested at least two full
business days prior to the First Closing Date (or the Second Closing Date, as
the case may be) and shall be made available for inspection on the business day
preceding the First Closing Date (or the Second Closing Date, as the case may
be) at a location in New York as the Underwriter may designate. Time shall be of
the essence, and delivery at the time and place specified in this Agreement is a
further condition to the obligations of the Underwriter.

               (f) Delivery of Prospectus to the Underwriter. Not later than
12:00 p.m. on the second business day following the date the Common Shares are
first released by the Underwriter for the sale to the public, the Company shall
deliver or cause to be delivered, copies of the Prospectus in such quantities
and at such places as the Underwriter shall request.

               5. Covenants of the Company. The Company covenants and agrees
that:

               (a) If the filing of the Prospectus is required under Rule 424(b)
        of the Rules and Regulations, the Company will file the Prospectus,
        properly completed, pursuant to the applicable paragraph of Rule 424(b)
        of the Rules and Regulations within the time period prescribed and will
        provide evidence satisfactory to you of such timely filing. The Company
        will promptly advise you in writing (i) of the receipt of any comments
        of the Commission, (ii) of any request of the Commission for amendment
        of or supplement to the Registration Statement, the Basic Prospectus or
        the Prospectus or for additional information, and (iii) of the issuance
        by the Commission of any stop order suspending the effectiveness of the
        Registration Statement or of the institution of any proceedings for that
        purpose. If the Commission shall enter any such stop order at any time,
        the Company will use its best efforts to obtain the lifting of such
        order at the earliest possible moment. The Company will not file any
        amendment or supplement to the Registration Statement, the Basic
        Prospectus or the Prospectus (including any amendment or supplement
        through incorporation by reference of any report filed under the
        Exchange Act) of which you have not been furnished with a copy a
        reasonable time prior to such filing or to which you reasonably object
        or which is not in compliance with the Act and the Rules and
        Regulations.


                                      -13-


               (b) The Company will prepare and file with the Commission,
        promptly upon your request, any amendments or supplements to the
        Registration Statement or the Prospectus which in your judgment may be
        necessary or advisable to enable the Underwriter to continue the
        distribution of the Common Shares and will use its best efforts to cause
        the same to become effective as promptly as possible. The Company will
        fully and completely comply with the provisions of Rules 424(b), 430A
        and 434, as applicable, of the Rules and Regulations with respect to
        information omitted from the Registration Statement in reliance upon any
        such Rule.

               (c) If at any time within the nine-month period referred to in
        Section 10(a)(3) of the Act during which a prospectus relating to the
        Common Shares is required to be delivered under the Act any event
        occurs, as a result of which the Prospectus, including any amendments or
        supplements, would include an untrue statement of a material fact, or
        omit to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading, or if it is
        necessary at any time to amend the Prospectus, including any amendments
        or supplements, to comply with the Act or the Rules and Regulations, the
        Company will promptly advise you thereof and will promptly prepare and
        file with the Commission, at its own expense, an amendment or supplement
        which will correct such statement or omission or an amendment or
        supplement which will effect such compliance and will use its best
        efforts to cause the same to become effective as soon as possible; and,
        in case the Underwriter are required to deliver a prospectus after such
        nine-month period, the Company upon request, but at the expense of the
        Underwriter, will promptly prepare such amendment or amendments to the
        Registration Statement and the Prospectus as may be necessary to permit
        compliance with the requirements of Section 10(a)(3) of the Act.

               (d) As soon as practicable, but not later than 45 days after the
        end of the first quarter ending after one year following the "effective
        date of the Registration Statement" (as defined in Rule 158(c) of the
        Rules and Regulations), the Company will make generally available to its
        security holders an earning statement (which need not be audited)
        covering a period of 12 consecutive months beginning after the effective
        date of the Registration Statement which will satisfy the provisions of
        the last paragraph of Section 11(a) of the Act.

               (e) During such period as a prospectus is required by law to be
        delivered in connection with sales by an Underwriter or dealer, the
        Company, at its expense, but only for the nine-month period referred to
        in Section 10(a)(3) of the Act, will furnish to you or mail to your
        order copies of the Registration Statement, the Prospectus, the Basic
        Prospectus and all amendments and supplements to any such documents
        (including any documents incorporated or deemed incorporated by
        reference therein) in


                                      -14-


        each case as soon as available and in such quantities as you may
        request, for the purposes contemplated by the Act.

               (f) The Company shall cooperate with you and your counsel in
        order to qualify or register the Common Shares for sale under (or obtain
        exemptions from the application of) the Blue Sky laws of such
        jurisdictions as you designate (including those of Canada) and under the
        applicable securities laws of such other nations as you may designate,
        will comply with such laws and will continue such qualifications,
        registrations and exemptions in effect so long as reasonably required
        for the distribution of the Common Shares. The Company shall not be
        required to qualify as a foreign corporation or to file a general
        consent to service of process in any such jurisdiction where it is not
        presently qualified. The Company will advise you promptly of the
        suspension of the qualification or registration of (or any such
        exemption relating to) the Common Shares for offering, sale or trading
        in any jurisdiction or any initiation or threat of any proceeding for
        any such purpose, and in the event of the issuance of any order
        suspending such qualification, registration or exemption, the Company,
        with your cooperation, will use its best efforts to obtain the
        withdrawal thereof.

               (g) During the period of five years hereafter, the Company will
        furnish to Banc of America Securities LLC: (i) as soon as practicable
        after the end of each fiscal year, copies of the Annual Report of the
        Company containing the balance sheet of the Company as of the close of
        such fiscal year and statements of income, shareholders' equity and cash
        flows for the year then ended and the opinion thereon of the Company's
        independent public accountants; (ii) as soon as practicable after the
        filing thereof, copies of each proxy statement, Annual Report on Form
        10-K, Quarterly Report on Form 10-Q, Report on Form 8-K or other report
        filed by the Company with the Commission, the NASD or any securities
        exchange; and (iii) as soon as available, copies of any report or
        communication of the Company mailed generally to holders of its Ordinary
        Shares.

               (h) During the period of 90 days after the first date that any of
        the Common Shares are released by you for sale to the public, without
        the prior written consent of the Underwriter (which consent may be
        withheld at the sole discretion of the Underwriter), the Company will
        not issue, offer, sell, grant options to purchase or otherwise dispose
        of any of the Company's equity securities or any other securities
        convertible into or exchangeable with its Ordinary Shares or other
        equity security, other than pursuant to outstanding stock options and
        warrants disclosed in the Prospectus and other than the grant of options
        or the issuance of the Company's equity securities pursuant to the
        Company's employee share option plans described in the Prospectus or the
        issuance of Ordinary Shares in connection with acquisitions.


                                      -15-


               (i) The Company will use all reasonable efforts to obtain signed
        lock-up agreements from its executive officers listed on Schedule C, the
        form of which is attached as Exhibit C and Exhibit D, prior to the First
        Closing Date or promptly thereafter and such lock-up agreements shall
        provide for no more than [ ] Ordinary Shares, in the aggregate, to be
        sold during the 60-day period covered by such lock-up agreements. The
        Company shall promptly notify Banc of America Securities LLC of any sale
        of Ordinary Shares by any of its executive officers or directors.

               (j) The Company will apply the net proceeds of the sale of the
        Common Shares sold by it substantially in accordance with its statements
        under the caption "Use of Proceeds" in the Prospectus.

               (k) During such period as a prospectus is required by law to be
        delivered in connection with sales by an underwriter or dealer, the
        Company will file all documents required to be filed with the Commission
        pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and
        within the time periods required by the Exchange Act.

               6. Payment of Expenses. Whether or not the transactions
contemplated hereunder are consummated or this Agreement becomes effective or is
terminated, the Company agrees to pay all costs, fees and expenses incurred in
connection with the performance of its obligations hereunder and in connection
with the transactions contemplated hereby, including without limiting the
generality of the foregoing (i) all expenses incident to the issuance and
delivery of the Common Shares (including all printing and engraving costs), (ii)
all fees and expenses of the registrar and transfer agent of the Ordinary
Shares, (iii) all fees and expenses of the Company's counsel and the Company's
independent accountants, including fees of counsel or independent accountants
with respect to any subsidiary of the Company, (iv) all costs and expenses
incurred in connection with the printing, filing, shipping and distribution of
the Registration Statement, the Basic Prospectus and the Prospectus (including
all exhibits and financial statements) and all amendments and supplements
provided for herein, this Agreement, any Selected Dealers Agreement,
Underwriter's Power of Attorney or the Blue Sky memorandum, (v) all filing fees,
attorneys' fees and expenses incurred by the Company or the Underwriter in
connection with qualifying or registering (or obtaining exemptions from the
qualification or registration of) all or any part of the Common Shares for offer
and sale under the Blue Sky laws (including those of Canada) and under the
applicable securities laws of such other nations as you may designate, (vi) the
filing fee incident to the review and approval, if any, of the Underwriter's
participation in the offering and distribution of the Common Shares by the NASD,
and (vii) all other fees, costs and expenses incident to the offering as would
typically be disclosed in Part II of a registration statement under the Act.
Except as provided in this Section 6, Section 8 and Section 10 hereof, the
Underwriter shall pay all of its own expenses, including the fees and
disbursements of counsel (excluding those relating to qualification,
registration or exemption under the Blue Sky laws (including those of



                                      -16-


Canada) and under the applicable securities laws of such other nations as you
may designate, and the Blue Sky memorandum).

               7. Conditions of the Obligations of the Underwriter. The
obligations of the Underwriter to purchase and pay for the Common Shares on the
First Closing Date shall be subject to the accuracy of the representations and
warranties on the part of the Company herein set forth as of the date hereof and
as of the First Closing Date as though then made and, with respect to the
Optional Common Shares, as of the Second Closing Date as though then made, to
the accuracy of the statements of Company officers made pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder, and to the following additional conditions:

               (a) If the filing of the Prospectus, or any supplement thereto,
        is required pursuant to Rule 424(b) of the Rules and Regulations, the
        Prospectus shall have been filed in the manner and within the time
        period required by Rule 424(b) of the Rules and Regulations; and prior
        to such Closing Date, no stop order suspending the effectiveness of the
        Registration Statement shall have been issued and no proceedings for
        that purpose shall have been instituted or shall be pending or, to the
        knowledge of the Company or you, shall be contemplated by the
        Commission; and any request of the Commission for inclusion of
        additional information in either Registration Statement, or otherwise,
        shall have been complied with to your satisfaction.

               (b) You shall be satisfied that since the respective dates as of
        which information is given in the Registration Statement and the
        Prospectus, (i) there shall not have been any change in the authorized
        or issued de share capital of the Company or any of its subsidiaries
        other than pursuant to the exercise of outstanding options disclosed in
        the Prospectus or any material change in the indebtedness (other than in
        the ordinary course of business) of the Company or any of its
        subsidiaries, (ii) except as set forth or contemplated by the
        Registration Statement or the Prospectus, no material verbal or written
        agreement or other transaction shall have been entered into by the
        Company or any of its subsidiaries, which is not in the ordinary course
        of business or which could result in a material reduction in the future
        earnings of the Company and its subsidiaries, (iii) no loss or damage
        (whether or not insured) to the property of the Company or any of its
        subsidiaries shall have been sustained which materially and adversely
        affects the condition (financial or otherwise), business, results of
        operations or prospects of the Company and its subsidiaries, (iv) no
        legal or governmental action, suit or proceeding affecting the Company
        or any of its subsidiaries which is material to the Company and its
        subsidiaries or which affects or may affect the transactions
        contemplated by this Agreement shall have been instituted or threatened,
        and (v) there shall not have been any material change in the condition
        (financial or otherwise), business, management, results of operations or
        prospects of the Company and its subsidiaries which


                                      -17-


        makes it impractical or inadvisable in the judgment of the Underwriter
        to proceed with the public offering or purchase the Common Shares as
        contemplated hereby.

               (c) There shall have been furnished to you, on the Closing Date,
        in form and substance satisfactory to you, except as otherwise expressly
        provided below:

                  (i) An opinion of Allen & Gledhill, counsel for the Company,
               addressed to the Underwriter and dated the Closing Date, the form
               of which is attached as Exhibit A.

                  (ii) An opinion of Fenwick & West LLP, special counsel to the
               Company, addressed to the Underwriter and dated the Closing Date,
               the form of which is attached as Exhibit B.

                  (iii) Such opinion or opinions of Cahill Gordon & Reindel and
               ASG Law Corporation, counsel for the Underwriter, dated the
               Closing Date, with respect to the incorporation of the Company,
               the sufficiency of all corporate proceedings and other legal
               matters relating to this Agreement, the validity of the Common
               Shares, the Registration Statement and the Prospectus and other
               related matters as you may reasonably require, and the Company
               shall have furnished to such counsel such documents and shall
               have exhibited to them such papers and records as they may
               reasonably request for the purpose of enabling them to pass upon
               such matters. In connection with such opinions, such counsel may
               rely on representations or certificates of officers of the
               Company and governmental officials.

                  (iv) A certificate of the Company executed by the Chief
               Executive Officer and President, Systems Group of the Company,
               dated the Closing Date, to the effect that:

                             (1) The representations and warranties of the
                      Company set forth in Section 2 of this Agreement are true
                      and correct as of the date of this Agreement and as of the
                      Closing Date, as the case may be, and the Company has
                      complied with all the agreements and satisfied all the
                      conditions on its part to be performed or satisfied on or
                      prior to the Closing Date;

                             (2) The Commission has not issued any order
                      preventing or suspending the use of the Prospectus or any
                      Basic Prospectus filed as a part of the Registration
                      Statement or any amendment thereto; no stop order
                      suspending the effectiveness of the Registration Statement
                      has been issued; and to the best of the knowledge of the
                      respective signers,


                                      -18-


                      no proceedings for that purpose have been instituted or
                      are pending under the Act;

                             (3) Each of the respective signers of the
                      certificate has carefully examined the Registration
                      Statement and the Prospectus; to the best of his
                      knowledge, the Registration Statement and the Prospectus
                      and any amendments or supplements thereto contain all
                      statements required to be stated therein regarding the
                      Company and its subsidiaries; and neither the Registration
                      Statement nor the Prospectus nor any amendment or
                      supplement thereto includes any untrue statement of a
                      material fact or omits to state any material fact required
                      to be stated therein or necessary to make the statements
                      therein not misleading;

                             (4) Since the initial date on which the
                      Registration Statement was filed, no agreement, written or
                      oral, transaction or event has occurred which should have
                      been set forth in an amendment to the Registration
                      Statement or in a supplement to or amendment of any
                      prospectus which has not been disclosed in such a
                      supplement or amendment;

                             (5) Since the respective dates as of which
                      information is given in the Registration Statement and the
                      Prospectus, and except as disclosed in or contemplated by
                      the Prospectus, there has not been any material adverse
                      change or a development involving a material adverse
                      change in the condition (financial or otherwise),
                      business, properties, results of operations, management
                      or, to the best knowledge of the respective signing
                      officers, prospects of the Company and its subsidiaries;
                      and no legal or governmental action, suit or proceeding is
                      pending or threatened against the Company or any of its
                      subsidiaries which is material to the Company and its
                      subsidiaries, whether or not arising from transactions in
                      the ordinary course of business, or which may adversely
                      affect the transactions contemplated by this Agreement;
                      since such dates and except as so disclosed, neither the
                      Company nor any of its subsidiaries has entered into any
                      verbal or written agreement or other transaction not in
                      the ordinary course of business or which could result in a
                      material reduction in the future earnings of the Company
                      or incurred any material liability or obligation, direct,
                      contingent or indirect, made any change in its share
                      capital, made any material change in its short-term debt
                      or funded debt or repurchased or otherwise acquired any of
                      the Company's issued shares; and the Company has not
                      declared or paid any cash dividend, or made any other cash
                      distribution, upon its


                                      -19-


                      outstanding issued share capital payable to shareholders
                      of record on a date prior to the Closing Date;

                             (6) No "nationally recognized statistical rating
                      organization" as such term is defined for purposes of Rule
                      436(g)(2) under the Act has downgraded or given notice of
                      any intended or potential downgrading as of any review for
                      a possible change that does not indicate the direction of
                      the possible change in the rating accorded any securities
                      of the Company; and

                             (7) Since the respective dates as of which
                      information is given in the Registration Statement and the
                      Prospectus and except as disclosed in or contemplated by
                      the Prospectus, the Company and its subsidiaries have not
                      sustained a material loss or damage by strike, fire,
                      flood, windstorm, accident or other calamity (whether or
                      not insured).

                  (v) On the Closing Date a letter addressed to you, from Arthur
               Andersen LLP and Deloitte & Touche LLP, independent accountants,
               in form and substance satisfactory to the Underwriter.

                  (vi) On the date hereof, the Company shall have furnished to
               the Underwriter an agreement in the form of Exhibit C hereto and
               Exhibit D from the executive officers of the Company named in
               Schedule C attached hereto, and such agreement shall be in full
               force and effect on each of the First Closing Date and the Second
               Closing Date.

               (d) The NASD shall have raised no objection to the fairness and
        reasonableness of the underwriting terms and arrangements.

               All such opinions, certificates, letters and documents shall be
in compliance with the provisions hereof only if they are satisfactory to you
and to Cahill Gordon & Reindel, counsel for the Underwriter. The Company shall
furnish you with such manually signed or conformed copies of such opinions,
certificates, letters and documents as you request.

               If any condition to the Underwriter's obligations hereunder to be
satisfied prior to or at the Closing Date is not so satisfied, this Agreement at
your election will terminate upon notification by you to the Company without
liability on the part of the Underwriter or the Company except for the expenses
to be paid or reimbursed by the Company pursuant to Sections 6 and 8 hereof and
except to the extent provided in Section 10 hereof.

               8. Reimbursement of Underwriter's Expenses. Notwithstanding any
other provisions hereof, if this Agreement shall be terminated by you pursuant
to Sections 7 or 12,


                                      -20-


or if the sale to the Underwriter of the Common Shares at the Closing is not
consummated because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or to comply with any provision hereof,
the Company agrees to reimburse you upon demand for all out-of-pocket expenses
that shall have been reasonably incurred by you and them in connection with the
proposed purchase and the sale of the Common Shares, including but not limited
to fees and disbursements of counsel, printing expenses, travel expenses,
postage, telegraph charges and telephone charges relating directly to the
offering contemplated by the Prospectus. Any such termination shall be without
liability of any party to any other party except that the provisions of this
Section, Section 6 and Section 10 shall at all times be effective and shall
apply.

               9. Effectiveness of Registration Statement. The parties will use
their best efforts to prevent the issuance of any stop order suspending the
effectiveness of the Registration Statement and, if such stop order be issued,
to obtain as soon as possible the lifting thereof.

               10. Indemnification.

               (a) The Company agrees to indemnify and hold harmless the
Underwriter and each person, if any, who controls any Underwriter within the
meaning of the Act against any losses, claims, damages, liabilities or expenses,
joint or several, to which the Underwriter or such controlling person may become
subject, under the Act, the Exchange Act, or other federal or state statutory
law or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company), insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof as contemplated below) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, the Basic Prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state in any of them a material fact required to be
stated therein or necessary to make the statements in any of them not
misleading, or arise out of or are based in whole or in part on any inaccuracy
in the representations and warranties of the Company contained herein or any
failure of the Company to perform its obligations hereunder or under law; and
will reimburse the Underwriter and each such controlling person for any legal
and other expenses as such expenses are reasonably incurred by the Underwriter
or such controlling person in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage, liability,
expense or action; provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, the Basic
Prospectus, the Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with the information furnished to the Company pursuant to
Section 3 hereof provided


                                      -21-


further, that the indemnity provided in this Section 10(a) with respect to the
Basic Prospectus shall not inure to the benefit of the Underwriter if the person
asserting any loss, claim, charge, liability or litigation based upon any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state therein a material fact was not sent or given a copy of the
Prospectus in which such untrue statement or alleged untrue statement or
omission or alleged omission was corrected within the time required by the Act
and the Rules and Regulations thereunder. In addition to its other obligations
under this Section 10(a), the Company agrees that, as an interim measure during
the pendency of any claim, action, investigation, inquiry or other proceeding
arising out of or based upon any statement or omission, or any alleged statement
or omission, or any inaccuracy in the representations and warranties of the
Company herein or failure to perform its obligations hereunder, all as described
in this Section 10(a), it will reimburse the Underwriter on a quarterly basis
for all reasonable legal or other expenses incurred in connection with
investigating or defending any such claim, action, investigation, inquiry or
other proceeding, notwithstanding the absence of a judicial determination as to
the propriety and enforceability of its obligation to reimburse the Underwriter
for such expenses and the possibility that such payments might later be held to
have been improper by a court of competent jurisdiction. To the extent that any
such interim reimbursement payment is so held to have been improper, the
Underwriter shall promptly return it together with interest, compounded daily,
determined on the basis of the prime rate (or other commercial lending rate for
borrowers of the highest credit standing) announced from time to time by Bank of
America, N.A. (the "Prime Rate"). Any such interim reimbursement payments which
are not made to the Underwriter within 30 days of a request for reimbursement
shall bear interest at the Prime Rate from the date of such request. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

               (b) The Underwriter will indemnify and hold harmless the Company,
each of its directors, each of its officers who signed the Registration
Statement and each person, if any, who controls the Company within the meaning
of the Act, against any losses, claims, damages, liabilities or expenses to
which the Company, or any such director, officer or controlling person may
become subject, under the Act, the Exchange Act, or other federal or state
statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of the Underwriter), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based upon any untrue or alleged untrue statement of any
material fact contained in the Registration Statement, the Basic Prospectus, the
Prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, the Basic Prospectus, the Prospectus, or any amendment
or supplement thereto, in reliance upon and in conformity with written
information furnished


                                      -22-


to the Company pursuant to Section 3 hereof; and will reimburse the Company, or
any such director, officer or controlling person for any legal and other expense
reasonably incurred by the Company, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action. In addition
to its other obligations under this Section 10(b), the Underwriter agrees that,
as an interim measure during the pendency of any claim, action, investigation,
inquiry or other proceeding arising out of or based upon any statement or
omission, or any alleged statement or omission, described in this Section 10(b)
which relates to written information furnished to the Company, it will reimburse
the Company (and, to the extent applicable, each officer, director or
controlling person) on a quarterly basis for all reasonable legal or other
expenses incurred in connection with investigating or defending any such claim,
action, investigation, inquiry or other proceeding, notwithstanding the absence
of a judicial determination as to the propriety and enforceability of the
Underwriter's obligation to reimburse the Company (and, to the extent
applicable, each officer, director or controlling person) for such expenses and
the possibility that such payments might later be held to have been improper by
a court of competent jurisdiction. To the extent that any such interim
reimbursement payment is so held to have been improper, the Company (and, to the
extent applicable, each officer, director or controlling person) shall promptly
return it to the Underwriter together with interest, compounded daily,
determined on the basis of the Prime Rate. Any such interim reimbursement
payments which are not made to the Company within 30 days of a request for
reimbursement, shall hear interest at the Prime Rate from the date of such
request. This indemnity agreement will be in addition to any liability which the
Underwriter may otherwise have.

               (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party for
contribution or otherwise than under the indemnity agreement contained in this
Section or to the extent it is not prejudiced as a proximate result of such
failure. In case any such action is brought against any indemnified party and
such indemnified party seeks or intends to seek indemnity from an indemnifying
party, the indemnifying party will be entitled to participate in, and, to the
extent that it may wish, jointly with all other indemnifying parties similarly
notified, to assume the defense thereof with counsel reasonably satisfactory to
such indemnified party; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be a conflict
between the positions of the indemnifying party and the indemnified party in
conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to se-


                                      -23-


lect separate counsel to assume such legal defenses and to otherwise participate
in the defense of such action on behalf of such indemnified party or parties.
Upon receipt of notice from the indemnifying party to such indemnified party of
its election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed such counsel in
connection with the assumption of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel representing the indemnified parties who are parties to such
action) or (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action, in
each of which cases the fees and expenses of counsel shall be at the expense of
the indemnifying party.

               (d) If the indemnification provided for in this Section 10 is
required by its terms but is for any reason held to be unavailable to or
otherwise insufficient to hold harmless an indemnified party under paragraphs
(a), (b) or (c) in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of any losses, claims, damages, liabilities or expenses referred to herein (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company, on the one hand, and the Underwriter, on the other hand, from
the offering of the Common Shares or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company, on the one hand, and the
Underwriter, on the other hand, in connection with the statements or omissions
or inaccuracies in the representations and warranties herein which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The respective relative benefits received by
the Company, on the one hand, and the Underwriter, on the other hand, shall be
deemed to be in the same proportion, in the case of the Company, as the total
price paid to the Company for the Common Shares sold by it to the Underwriter
(net of underwriting commissions but before deducting expenses) bears to the
total price to the public set forth on the cover of the Prospectus, and in the
case of the Underwriter as the underwriting commissions received by it bears to
the total of such amounts paid to the Company and received by the Underwriter as
underwriting commissions. The relative fault of the Company, on the one hand,
and the Underwriter, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact or the
inaccurate or the alleged inaccurate representation and/or warranty relates to
information supplied by the Company, on the one hand, or the Underwriter, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or



                                      -24-


prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
subparagraph (c) of this Section 10, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim. The provisions set forth in subparagraph (c) of this
Section 10 with respect to notice of commencement of any action shall apply if a
claim for contribution is to be made under this subparagraph (d); provided,
however, that no additional notice shall be required with respect to any action
for which notice has been given under subparagraph (c) for purposes of
indemnification. The Company and the Underwriter agree that it would not be just
and equitable if contribution pursuant to this Section 10 were determined solely
by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 10, the Underwriter
shall not be required to contribute any amount in excess of the amount of the
total underwriting commissions received by the Underwriter in connection with
the Common Shares underwritten by it and distributed to the public. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.

               (e) It is agreed that any controversy arising out of the
operation of the interim reimbursement arrangements set forth in Sections 10(a)
and 10(b) hereof, including the amounts of any requested reimbursement payments
and the method of determining such amounts, shall be settled by arbitration
conducted under the provisions of the Constitution and Rules of the Board of
Governors of the New York Stock Exchange, Inc. or pursuant to the Code of
Arbitration Procedure of the NASD. Any such arbitration must be commenced by
service of a written demand for arbitration or written notice of intention to
arbitrate, therein electing the arbitration tribunal. In the event the party
demanding arbitration does not make such designation of an arbitration tribunal
in such demand or notice, then the party responding to said demand or notice is
authorized to do so. Such an arbitration would be limited to the operation of
the interim reimbursement provisions contained in Sections 10(a) and 10(b)
hereof and would not resolve the ultimate propriety or enforceability of the
obligation to reimburse expenses which is created by the provisions of such
Sections 10(a) and 10(b) hereof.

               11. Effective Date. This Agreement shall become effective
immediately as to Sections 6, 8, 10, 12 and 14 and, as to all other provisions,
at 9:00 a.m., California time, on the date of execution of this Agreement.

               12. Termination. Without limiting the right to terminate this
Agreement pursuant to any other provision hereof:



                                      -25-


               (a) This Agreement may be terminated by the Company by notice to
        you or by you by notice to the Company at any time prior to the time
        this Agreement shall become effective as to all its provisions, and any
        such termination shall be without liability on the part of the Company
        to the Underwriter (except for the expenses to be paid or reimbursed by
        the Company pursuant to Sections 6 and 8 hereof and except to the extent
        provided in Section 10 hereof) or of the Underwriter to the Company
        (except to the extent provided in Section 10 hereof).

               (b) This Agreement may also be terminated by you prior to the
        Closing Date by notice to the Company (i) if additional material
        governmental restrictions, not in force and effect on the date hereof,
        shall have been imposed upon trading in securities generally or minimum
        or maximum prices shall have been generally established on the New York
        Stock Exchange or on the American Stock Exchange or in the over the
        counter market by the NASD, or trading in securities generally shall
        have been suspended on either such Exchange or in the over the counter
        market by the NASD, or a general banking moratorium shall have been
        established by federal, New York or California authorities, (ii) if an
        outbreak of major hostilities or other national or international
        calamity or any substantial change in political, financial or economic
        conditions shall have occurred or shall have accelerated or escalated to
        such an extent, as, in the judgment of the Underwriter, to affect
        adversely the marketability of the Common Shares, (iii) if any adverse
        event shall have occurred or shall exist which makes untrue or incorrect
        in any material respect any statement or information contained in the
        Registration Statement or the Prospectus or which is not reflected in
        the Registration Statement or the Prospectus but should be reflected
        therein in order to make the statements or information contained therein
        not misleading in any material respect, or (iv) if there shall be any
        action, suit or proceeding pending or threatened, or there shall have
        been any development or prospective development involving particularly
        the business or properties or securities of the Company or any of its
        subsidiaries or the transactions contemplated by this Agreement, which,
        in the reasonable judgment of the Underwriter, may materially and
        adversely affect the Company's business or earnings and makes it
        impracticable or inadvisable to offer or sell the Common Shares. Any
        termination pursuant to this subsection (b) shall be without liability
        on the part of the Underwriter to the Company or on the part of the
        Company to the Underwriter (except for expenses to be paid or reimbursed
        by the Company pursuant to Sections 6 and 8 hereof and except to the
        extent provided in Section 10 hereof).

               13. Representations and Indemnities to Survive Delivery. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, of its officers and of the Underwriter set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Underwriter or the
Company or any of its or their partners, officers or directors or any
controlling


                                      -26-


person, as the case may be, and will survive delivery of and payment for the
Common Shares sold hereunder and any termination of this Agreement.

               14. Notices. All communications hereunder shall be in writing
and, if sent to the Underwriter shall be mailed, delivered or telegraphed and
confirmed to you at 600 Montgomery Street, San Francisco, California 94111,
Attention: Mark Kuperschmid, with a copy to Cahill Gordon & Reindel, 80 Pine
Street, New York, NY 10005, Attention: Helene R. Banks; and if sent to the
Company shall be mailed, delivered or telegraphed and confirmed to the Company
at 36 Robinson Road #18-01, City House, Singapore 068877, Attention: President
and Chief Operating Officer and 2090 Fortune Drive, San Jose, CA 95131,
Attention: Chief Executive Officer, with a copy to Fenwick & West LLP, 275
Battery Suite 1500, San Francisco, CA 94111, Attention: David Michaels. Any of
the parties hereto may change the address for receipt of communications
hereunder by giving notice to the others.

               15. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto, and to the benefit of the officers and
directors and controlling persons referred to in Section 10, and in each case
their respective successors, personal representatives and assigns, and no other
person will have any right or obligation hereunder. No such assignment shall
relieve any party of its obligations hereunder. The term "successors" shall not
include any purchaser of the Common Shares as such from the Underwriter merely
by reason of such purchase.

               16. Partial Unenforceability. The invalidity or unenforceability
of any Section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other Section, paragraph or provision hereof.
If any Section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.

               17. Applicable Law.

               (a) This Agreement shall be governed by and construed in
accordance with the internal laws (and not the laws pertaining to conflicts of
laws) of the State of New York.

               (b) Any legal suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated hereby ("Related
Proceedings") may be instituted in the federal courts of the United States of
America located in the City and County of San Francisco or the courts of the
State of California in each case located in the City and County of San Francisco
(collectively, the "Specified Courts"), and each party irrevocably submits to
the exclusive jurisdiction (except for proceedings instituted in regard to the
enforcement of a judgment of any such court (a "Related Judgment"), as to which
such jurisdiction is non-exclusive) of such courts in any such suit, action or
proceeding. Service of any process, sum-


                                      -27-


mons, notice or document by mail to such party's address set forth above shall
be effective service of process for any suit, action or other proceeding brought
in any such court. The parties irrevocably and unconditionally waive, to the
maximum extent permitted by law, any objection to the laying of venue of any
suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such suit, action or other proceeding brought in any such court has been brought
in an inconvenient forum. Each party not located in the United States
irrevocably appoints CT Corporation System, which currently maintains a San
Francisco office at 49 Stevenson Street, San Francisco, California 94105, United
States of America, as its agent to receive service of process or other legal
summons for purposes of any such suit, action or proceeding that may be
instituted in any state or federal court in the City and County of San
Francisco.

               (c) With respect to any Related Proceeding, each party
irrevocably waives, to the fullest extent permitted by applicable law, all
immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,
service of process, attachment (both before and after judgment) and execution to
which it might otherwise be entitled in the Specified Courts, and with respect
to any Related Judgment, each party waives any such immunity in the Specified
Courts or any other court of competent jurisdiction, and will not raise or claim
or cause to be pleaded any such immunity at or in respect of any such Related
Proceeding or Related Judgment, including, without limitation, any immunity
pursuant to the United States Foreign Sovereign Immunities Act of 1976, as
amended.

               Nothing in this Section 17 should be construed as a general
consent to service of process as to which any shareholder of the Company or any
other person may rely in connection with any suit or proceeding against the
Company.

               18. General. This Agreement constitutes the entire agreement of
the parties to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to
the subject matter hereof. This Agreement may be executed in several
counterparts, each one of which shall be an original, and all of which shall
constitute one and the same document.

               In this Agreement, the masculine, feminine and neuter genders and
the singular and the plural include one another. The section headings in this
Agreement are for the convenience of the parties only and will not affect the
construction or interpretation of this Agreement. This Agreement may be amended
or modified, and the observance of any term of this Agreement may be waived,
only by a writing signed by the Company and you.


                                      -28-


               If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed copies hereof, whereupon it
will become a binding agreement between the Company and the Underwriter, all in
accordance with its terms.

                                        Very truly yours,

                                        FLEXTRONICS INTERNATIONAL LTD.


                                        By:  /Robert Dykes/
                                             -----------------------------------
                                             Name:   Robert Dykes
                                             Title:  Chief Financial Officer


The foregoing Underwriting
Agreement is hereby confirmed and
accepted by us in San Francisco,
California as of the date first above written.

Banc of America Securities LLC

By BANC OF AMERICA SECURITIES LLC


By:  /Stephen P. Ortiz/
     -----------------------------------
     Name:   Stephen P. Ortiz
     Title:  Managing Director




                                   SCHEDULE A



                                                                         Number of Firm
                                                                         Common Shares
             Underwriter                                                to be Purchased
             -----------                                                ---------------
                                                                     
Banc of America Securities LLC.....................................         20,000,000

                             TOTAL:                                         20,000,000
                                                                            ==========




                                   SCHEDULE B

                                  Subsidiaries

Flextronics International USA, Inc. (California)
Flextronics International Kft. (Hungary)
Flextronics International Sweden AB (Sweden)
Flextronics International Latin America (L), Ltd (Labuan)


                                      -31-


                                   SCHEDULE C

        Executive officers and directors subject to the Lock-Up Agreement

Michael M. McNamara
Thomas J. Smach
Michael E. Marks
Robert Dykes
Goh Thiam Poh Tommie



                                                                       Exhibit A


               All captioned terms used herein but not defined shall have the
meaning ascribed to such term in the Underwriting Agreement.

               Opinion of counsel for the Company to be delivered pursuant to
Section 7(c)(i) of the Underwriting Agreement.

               References to the Prospectus in this Exhibit A include any
supplements thereto at the Closing Date.

               Based upon and subject to the foregoing, and subject to the
qualifications set forth below and any matters not disclosed to us, we are of
the opinion that:

               (1) the Company has been duly incorporated and is validly
existing in Singapore as a public company under the Companies Act, Chapter 50;

               (2) Flextronics Singapore has been duly incorporated and is
validly existing in Singapore as a private company under the Companies Act,
Chapter 50 (Flextronics Singapore is in the process of being wound up
voluntarily by its shareholders);

               (3) the Company has the necessary corporate power and authority
under Singapore law to own its properties and conduct its business as described
in the Registration Statement;

               (4) all of the issued shares of Flextronics Singapore have been
duly and validly authorised and issued and are fully-paid;

               (5) as far as we are aware, all the issued shares of Flextronics
Singapore and Flextronics Manufacturing (HK) Limited are beneficially owned by
the Company free and clear of all liens, encumbrances, equities, claims,
security interests, voting trusts or other defects of title whatsoever except as
disclosed in or specifically contemplated by the Prospectus, the Prospectus
Supplement and the documents listed in Schedule 1 to this opinion;

               (6) as far as we are aware, neither the Company nor Flextronics
Singapore is in violation of (a) its Memorandum and Articles of Association or
of (b) any of the agreements specified in Schedule 2 to this opinion which is
expressed to be governed by Singapore law and furnished to us by the Company;
and the Company and Flextronics Singapore are in compliance with all decrees,
statutes or governmental rules applicable in Singapore except where
non-compliance would not have a material adverse effect on the financial
position of the Company and its subsidiaries;


                                      -2-


               (7) (a) the authorised share capital of the Company as at 31
December, 2001 is S$15,000,000 divided into 1,500,000,000 Ordinary Shares and
all necessary and proper corporate proceedings have been taken in order to
authorise validly such authorised Ordinary Shares; and

                      (b) out of the authorised share capital of 1,500,000,000
Ordinary Shares, [              ] Ordinary Shares have been issued and are fully
paid as at 31 December, 2001 based on the Transfer Agent's Certificate furnished
to us by the Transfer Agent (as defined below) and the Certificate, and based on
the Company's Resolutions and assuming that such shares and the certificates
relating thereto were issued by Equiserve, L.P., the Registrar and Transfer
Agent of the Company in the State of Massachusetts, United States of America
(the "Transfer Agent") on behalf of the Company in accordance with the Company's
Resolutions and the Memorandum and Articles of Association of the Company, all
of the issued Ordinary Shares have been duly and validly authorised and issued,
are fully-paid and were not issued in violation of or subject to any pre-emptive
rights or other rights to subscribe for or purchase any securities of the
Company contained in the Memorandum and Articles of Association of the Company
or provided by the laws of Singapore and the outstanding Ordinary Shares were
issued in compliance with all laws of Singapore that impose any restrictions or
requirements on, or otherwise regulate, the issue of securities;

               (8) the certificate evidencing the Firm Common Shares, in the
form previously approved by the Board of Directors of the Company for issue by
the Transfer Agent of the Company for the time being in the United States of
America, is in due and proper form under Singapore law, and when the Seal has
been affixed thereon in accordance with the Company's Articles of Association,
and delivered to the Underwriter or upon its order against payment of the agreed
consideration therefor in accordance with the provisions of the Agreement, the
Firm Common Shares represented thereby will be duly authorised and validly
issued and fully-paid, will not have been issued in violation of or subject to
any pre-emptive rights or other rights to subscribe for or purchase securities
of the Company contained in the Memorandum and Articles of Association of the
Company or provided by the laws of Singapore and will conform in all respects to
the description thereof contained in the Prospectus and the Prospectus
Supplement;

               (9) the Company has the necessary corporate power under Singapore
law to enter into the Agreement and to sell and deliver the Firm Common Shares
to be sold by it to the Underwriter under the Agreement and has taken all
necessary corporate action required under the laws of Singapore to authorise the
execution and performance by it of the Agreement; [Mr Robert R. B. Dykes,
President, Systems Group and Chief Financial Officer] is duly authorised to
execute and deliver the Agreement for and on behalf of the Company; the
Agreement constitutes legal, valid, binding and enforceable obligations of the
Company under


                                      -3-


the laws of Singapore (except that enforceability may be limited as set out in
paragraph 8 below and except as to those provisions relating to indemnity or
contribution for liabilities arising under the United States Securities Act of
1933, as amended, as to which we express no opinion); and no approval,
authorisation, order, consent, registration, filing, qualification, licence or
permit of or with any court, regulatory, administrative or other governmental
body in Singapore is required for the execution and delivery of the Agreement by
the Company or the consummation of the transactions contemplated by the
Agreement;

               (10) the execution and performance of the Agreement and the
consummation of the transactions therein contemplated do not violate (a) any of
the provisions of the Memorandum and Articles of Association of the Company or
Flextronics Singapore; or (b) any decree, statute or governmental rule
applicable in Singapore;

               (11) as at 10 January, 2002 (a) we are not representing the
Company in any legal actions, suits or proceedings which are pending or
threatened against the Company and which may have a material adverse effect on
the financial position of the Company and its subsidiaries, and (b) we are not
aware of the existence of any such other legal actions, suits or proceedings in
Singapore;

               (12) the statements made in the Prospectus in the last sentence
of the section entitled "Enforcement of Civil Liabilities" and in the section
entitled "Description of Capital Shares" (except as provided in paragraph 8(x)
below) to the extent they constitute summaries of the laws of Singapore, are, in
all material respects, accurate and fair summaries;

               (13) the choice of the internal laws of the State of New York,
the United States of America as the law governing the Agreement is a valid and
binding choice of law under the laws of Singapore, except to the extent that any
term of the Agreement or provision of New York law applicable to the Agreement
is incompatible with the public policy of Singapore; and the consent to
jurisdiction as provided in Section 17(b) of the Agreement is valid and binding
upon the Company under the laws of Singapore; and

               (14) no stamp or other issuance or transaction taxes or duties
and no capital gains, income, withholding of other taxes are payable by or on
behalf of the Underwriter to the Government of Singapore or any subdivision or
taxing authority thereof or therein in connection with the sale, allotment and
issue by the Company of the Firm Common Shares to or for the account of the
Underwriter.



                                                                       Exhibit B


               All captioned terms used herein but not defined shall have the
meaning ascribed to such term in the Underwriting Agreement.

               Opinion of special counsel for the Company to be delivered
pursuant to Section 7(c)(ii) of the Underwriting Agreement.

               (1) FIUI has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of California;
FHUI has been duly incorporated and is validly existing and in good standing as
a corporation under the laws of the State of Delaware; FEI has been duly
incorporated and is validly existing and in good standing as a corporation under
the laws of the State of Delaware; each of the Company and its subsidiaries is
duly qualified to do business as a foreign corporation in good standing in each
jurisdiction, if any, in the United States in which the failure to so qualify
would not have a material adverse effect on the Company and its subsidiaries
taken as a whole; and the U.S. Subs each have full corporate power and authority
to own their properties and conduct their business as currently conducted.

               (2) All of the issued and outstanding shares of the U.S. Subs
have been duly and validly authorized and issued and are fully paid and
nonassessable and, to our knowledge, are beneficially owned by the Company or a
subsidiary of the Company free and clear of all liens, encumbrances, claims,
security interests or voting trusts. When issued and sold at the Closing in
accordance with the terms of the Underwriting Agreement, the Ordinary Shares
will not have been issued in violation of or subject to any preemptive rights or
other rights to subscribe for or purchase securities contained in any Material
Agreement.

               (3) To our knowledge, except for options and rights granted (a)
pursuant to any of the share option and purchase plans identified in Appendix C
hereto, (b) pursuant to any Acquisition Agreements, and (c) pursuant to the
Underwriting Agreement, there are no outstanding options, warrants or other
rights providing for the issuance of, and no commitments to issue, any shares of
capital stock of the Company or any security convertible or exchangeable for
capital stock of the Company.

               (4) (a) Based solely upon the oral advice to us from the Staff of
the Commission, the Registration Statement has become effective under the Act,
and, to our knowledge, no stop order suspending the effectiveness of the
Registration Statement or preventing the use of the Prospectus has been issued
and no proceedings for that purpose have been instituted or are pending or, to
our knowledge, threatened or contemplated by the Commission; any required filing
of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations has been
made in the manner and within the time period required by such Rule 424(b);


                                      -2-


                      (b) The Registration Statement, as of its effective date,
complied, and the Prospectus complies (in each case other than financial
statements, any financial data and schedules included therein as to each of
which we express no opinion) as to form in all material respects with the
requirements of the Act, the Rules and Regulations and the Exchange Act;

                      (c) To our knowledge, there are no franchises, leases,
contracts, agreements or documents of a character required to be disclosed in
the Registration Statement or Prospectus or to be filed as exhibits to the
Registration Statement which are not disclosed or filed or incorporated by
reference, as required; and

                      (d) To our knowledge, there are no legal or governmental
actions, suits or proceedings pending or threatened against the Company that are
required to be described in the Prospectus that are not described as required.

           (5) The Company has full corporate power and authority to enter into
the Underwriting Agreement and to sell and deliver the Ordinary Shares to be
sold by it to the Underwriter; the Underwriting Agreement has been duly and
validly authorized by all necessary corporate action by the Company, has been
duly and validly executed and delivered by and on behalf of the Company, and is
a valid and binding agreement of the Company in accordance with its terms
(subject to the limitations regarding enforceability of obligations set forth
elsewhere in this opinion); and no approval, authorization, order, consent,
registration, filing, qualification, license or permit of or with any court,
regulatory, administrative or other governmental body is required under United
States federal or California state law for the execution and delivery of the
Underwriting Agreement by the Company or the consummation of the transactions
provided for by the Underwriting Agreement to be performed as of the date hereof
(other than such as may be required under Blue Sky laws, federal securities
laws, or the rules and regulations of the National Association of Securities
Dealers, Inc., as to each of which we express no opinion).

           (6) The execution and performance of the Underwriting Agreement and
the consummation of the transactions provided for therein do not conflict with,
result in the breach of, or constitute, either by itself or upon notice or the
passage of time or both, a default under, any of the Material Agreements, or
violate any of the provisions of the Certificate of Incorporation, the
Memorandum of Association or Articles of the Company, the Articles of
Incorporation or Bylaws of FIUI or the Certificate of Incorporation or Bylaws of
FHUI or FEI, or violate any United States federal or California state statute,
rule or regulation, or the Delaware General Corporation Law, or any United
States federal or California state judgment, decree or order known to us of any
United States federal or California court or United States federal or California
governmental body having jurisdiction over the Company or the U.S. Subs or any
of their respective property.


                                      -3-


           (7) Each of the Exchange Act Reports (other than the exhibits,
financial statements, financial data and supporting schedules included therein,
as to which in each case we express no opinion) incorporated or deemed to be
incorporated by reference in the Registration Statement or the Prospectus,
complied when such Exchange Act Reports were filed as to form in all material
respects with the Exchange Act.

               In rendering such opinion, such counsel may state that with
respect to all matters of the laws of Singapore or pertaining to the Memorandum
or Articles of Association of the Company, they are relying solely on the
opinion of Allen & Gledhill.

               Fenwick & West LLP shall also include a statement to the effect
that nothing has come to such counsel's attention that would lead such counsel
to believe that, either at the effective date of the Registration Statement or
at the applicable Closing Date, the Registration Statement or the Prospectus, or
any amendment or supplement thereto, contained or contains any untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.



                                                                       Exhibit C
                                                                 Form of Lock-Up

Banc of America Securities LLC
600 Montgomery Street
San Francisco, California 94111
    As the Underwriter

RE:     Public offering of the Ordinary Shares of Flextronics International Ltd.
        (the "Company")

Ladies & Gentlemen:

               The undersigned is an owner of record or beneficially of certain
Ordinary Shares of the Company ("Ordinary Shares") or securities convertible
into or exchangeable or exercisable for Ordinary Shares. The Company proposes to
carry out a public offering of Ordinary Shares (the "Offering") for which you
will act as the Underwriter. The undersigned recognizes that the Offering will
be of benefit to the undersigned and will benefit the Company by, among other
things, raising additional capital for its operations. The undersigned
acknowledges that you are relying on the representations and agreements of the
undersigned contained in this letter in carrying out the Offering and in
entering into underwriting arrangements with the Company with respect to the
Offering.

               In consideration of the foregoing, the undersigned hereby agrees
that the undersigned will not, without the prior written consent of Banc of
America Securities LLC (which consent may be withheld in its sole discretion),
directly or indirectly, sell, offer, contract or grant any option to sell
(including, without limitation, any short sale), pledge, transfer, establish an
open "put equivalent position" within the meaning of Rule 16a-l(h) under the
Securities Exchange Act of 1934, as amended, or otherwise dispose of any
Ordinary Shares, options or warrants to acquire ordinary Shares, or securities
exchangeable or exercisable for or convertible into Ordinary Shares currently or
hereafter owned either of record or beneficially (as defined in Rule 13d-3 under
Securities Exchange Act of 1934, as amended) by the undersigned, or publicly
announce the undersigned's intention to do any of the foregoing, for a period
commencing on the date hereof and continuing to a date 60 days after the first
date any of the Ordinary Shares to be sold in the Offering are sold to the
public; provided, however, that the undersigned may sell up to an aggregate of [
] Ordinary Shares without the prior written consent of Banc of America
Securities LLC; provided further that the undersigned may transfer his Ordinary
Shares to immediate family members or to a trust for the benefit of the
undersigned or the undersigned's immediate family, provided that each transferee
or other recipient executes a counterpart copy of this agreement. The
undersigned also agrees and consents to


                                      -2-


the entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of Ordinary Shares or securities convertible into
or exchangeable or exercisable for Ordinary Shares held by the undersigned
except in compliance with the foregoing restrictions.

               This agreement is irrevocable and will be binding on the
undersigned and the respective successors, heirs, personal representatives, and
assigns of the undersigned.

Dated:             , 2002


- ----------------------------------------------------
Printed Name of Holder

By:
    ------------------------------------------------
    Signature

- ----------------------------------------------------
Printed Name of Person Signing
(and indicate capacity of person signing if signing
as custodian, trustee, or on behalf of an entity)



                                                                       Exhibit D
                                                              Lock-Up For 10b5-1


Banc of America Securities LLC
600 Montgomery Street
San Francisco, California 94111
    As the Underwriter

RE:     Public offering of the Ordinary Shares of Flextronics International Ltd.
        (the "Company")

Ladies & Gentlemen:

               The undersigned is an owner of record or beneficially of certain
Ordinary Shares of the Company ("Ordinary Shares") or securities convertible
into or exchangeable or exercisable for Ordinary Shares. The Company proposes to
carry out a public offering of Ordinary Shares (the "Offering") for which you
will act as the Underwriter. The undersigned recognizes that the Offering will
be of benefit to the undersigned and will benefit the Company by, among other
things, raising additional capital for its operations. The undersigned
acknowledges that you are relying on the representations and agreements of the
undersigned contained in this letter in carrying out the Offering and in
entering into underwriting arrangements with the Company with respect to the
Offering.

               In consideration of the foregoing, the undersigned hereby agrees
that the undersigned will not, without the prior written consent of Banc of
America Securities LLC (which consent may be withheld in its sole discretion),
directly or indirectly, sell, offer, contract or grant any option to sell
(including, without limitation, any short sale), pledge, transfer, establish an
open "put equivalent position" within the meaning of Rule 16a-l(h) under the
Securities Exchange Act of 1934, as amended, or otherwise dispose of any
Ordinary Shares, options or warrants to acquire ordinary Shares, or securities
exchangeable or exercisable for or convertible into Ordinary Shares currently or
hereafter owned either of record or beneficially (as defined in Rule 13d-3 under
Securities Exchange Act of 1934, as amended) by the undersigned, or publicly
announce the undersigned's intention to do any of the foregoing, for a period
commencing on the date hereof and continuing to a date 60 days after the first
date any of the Ordinary Shares to be sold in the Offering are sold to the
public; provided, however, that the undersigned may without the prior written
consent of Banc of America Securities LLC (1) sell up to an aggregate [ ]
Ordinary Shares pursuant to orders or commitments in effect on the date hereof,
and (2) sell up to an additional aggregate [ ] Ordinary Shares pursuant to
transactions entered into after the date hereof; provided further that the
undersigned may transfer his Ordinary Shares to immediate family members or to a
trust or partnership for


                                      -2-


the benefit of the undersigned or the undersigned's immediate family, provided
that each transferee or other recipient executes a counterpart copy of this
agreement. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of Ordinary Shares or securities convertible into or exchangeable
or exercisable for Ordinary Shares held by the undersigned except in compliance
with the foregoing restrictions.


                                      -3-


               This agreement is irrevocable and will be binding on the
undersigned and the respective successors, heirs, personal representatives, and
assigns of the undersigned.

Dated:             , 2002


- ----------------------------------------------------
Printed Name of Holder

By:
    ------------------------------------------------
    Signature

- ----------------------------------------------------
Printed Name of Person Signing
(and indicate capacity of person signing if signing
as custodian, trustee, or on behalf of an entity)

EX-5.01

                                                                    Exhibit 5.01

                         [ALLEN & GLEDHILL LETTERHEAD]


OUR REF            : RQ/YLT/SLLC/16331/011

YOUR REF           :


10 January 2002


Flextronics International Ltd.
2 Changi South Lane
Singapore 486123


Dear Sirs

FLEXTRONICS INTERNATIONAL LTD. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-3

1.      We refer to the Registration Statement on Form S-3 (File No. 333-46770)
        (the "Registration Statement") filed by the Company with the Securities
        and Exchange Commission on or about 27 September, 2000 in connection
        with the Company's proposed issuance and sale, from time to time, of
        ordinary shares of S$0.01 each in the capital of the Company ("Ordinary
        Shares") to which the Registration Statement relates (the "Registration
        Shares"). You have advised us that the Registration Shares may be sold
        from time to time on a delayed or continuous basis as set forth in the
        Registration Statement, the Prospectus contained therein and the
        supplements to the Prospectus.

2.      This opinion is rendered in connection with the offer, issue and sale in
        the United States of America of up to 23,000,000 new Ordinary Shares
        (the "Offering"), of which 20,000,000 Ordinary Shares (the "Offering
        Shares") are being offered by Banc of America Securities LLC (the
        "Underwriter"), and 3,000,000 additional Ordinary Shares are the subject
        of an option granted by the Company to the Underwriter solely to cover
        over-allotments, if any, all pursuant to the Underwriting Agreement (the
        "Agreement") dated 8 January, 2002 made between (1) the Company, and (2)
        the Underwriter. We have assumed that the Offering Shares comprise part
        of the Registration Shares.

3.      For the purpose of rendering this opinion, we have examined:-

        (i)     the final form of the Agreement as provided to us by electronic
                mail on 9 January, 2002;



Allen & Gledhill                                                          Page 2

        (ii)    the Registration Statement as provided to us by electronic mail
                on 25 September, 2000, including a Prospectus (the "Prospectus")
                dated 6 October, 2000 and as provided to us by electronic mail
                on 8 January, 2002;

        (iii)   the Prospectus Supplement (to the Prospectus) dated 8 January,
                2002 (the "Prospectus Supplement") relating to the Offering
                Shares filed with the Securities and Exchange Commission on or
                about 8 January, 2002 and as provided to us by electronic mail
                on 9 January, 2002;

        (iv)    copies of all resolutions of the Board of Directors of the
                Company and of the shareholders of the Company passed since the
                date of incorporation of the Company up to 20 September, 2001
                relating to the authorisation for the issue of and the allotment
                and issue of the shares in the capital of the Company (the
                "Company's Resolutions");

        (v)     a faxed copy of the resolutions of the Board of Directors of the
                Company passed on 7 January, 2002 (the "Company's Board
                Resolutions") relating to the authorisation for the issue of and
                the allotment and issue of the Offering Shares; and

        (vi)    such other documents as we have considered necessary or
                desirable to examine in order that we may give this opinion.

4.      We have assumed:-

        (i)     that the Agreement has been executed by each of the parties
                expressed to be a party thereto in the form examined by us for
                the purpose of rendering this opinion, duly and properly
                completed;

        (ii)    the genuineness of all signatures on all documents and the
                completeness, and the conformity to original documents, of all
                copies submitted to us;

        (iii)   the correctness of all facts stated in the Agreement, the
                Registration Statement, the Prospectus and the Prospectus
                Supplement (other than those which are the subject of our
                opinion below);

        (iv)    that copies of the Company's Resolutions and the Company's Board
                Resolutions submitted to us for examination are true, complete
                and up-to-date copies and that the Company's Resolutions and the
                Company's Board Resolutions have not been rescinded or modified
                and they remain in full force and effect and that no other
                resolution or other action has been taken which could affect the
                validity of the Company's Resolutions or the Company's Board
                Resolutions;

        (v)     that the total issued and paid-up share capital of the Company
                consequent upon the issue by the Company of the Offering Shares
                on 11 January, 2002 pursuant to the Agreement will not exceed
                the authorised share capital of the Company as at 11 January,
                2002; and

        (vi)    that the Offering Shares will be duly offered, sold and
                delivered in accordance with the terms of the Agreement and, in
                particular, the selling restrictions referred to in paragraph 5
                below have been and will be complied with in all respects.



Allen & Gledhill                                                          Page 3

5.      We have advised that as no prospectus in connection with the Offering
        has been registered with the Registrar of Companies in Singapore, the
        Offering Shares may not be offered or sold, nor may the Prospectus or
        the Prospectus Supplement or any other document or material in
        connection with the offer of the Offering Shares be distributed, either
        directly or indirectly, (i) to persons in Singapore other than under
        circumstances in which such offer or sale does not constitute an offer
        or sale of the Offering Shares to the public in Singapore or (ii) to the
        public or any member of the public in Singapore other than pursuant to,
        and in accordance with the conditions of, an exemption invoked under the
        applicable provisions of Singapore laws and to persons to whom the
        Offering Shares may be offered or sold under such exemption.

6.      As your Singapore counsel, we have examined the proceedings taken by the
        Company in connection with the proposed allotment and issue of the
        Offering Shares pursuant to the Agreement. We have also made such other
        examinations of law and fact as we have considered necessary in order to
        form a basis for the opinion hereafter expressed.

7.      Based on the foregoing, we are of the opinion that the Offering Shares
        to be allotted and issued by the Company in accordance with the
        Agreement against payment of the agreed consideration therefor in
        accordance with the provisions of the Agreement will, upon the issue of
        share certificate representing such Offering Shares in accordance with
        the Articles of Association of the Company, be validly issued,
        fully-paid and non-assessable. The term "non-assessable" as used in this
        opinion means under Singapore laws, that the Offering Shares when
        allotted and issued would be fully paid up and the persons to whom the
        Offering Shares are issued would be under no further personal liability
        to contribute to the assets or liabilities of the Company in their
        capacities purely as holders of such Offering Shares.

8.      We consent to the filing of this opinion as exhibit 5.1 to the
        Registration Statement and further consent to all references to us, if
        any, in the Registration Statement.


Yours faithfully

/s/ Allen & Gledhill

EX-99.01

                                                                   EXHIBIT 99.01


            FLEXTRONICS ANNOUNCES PRICING OF PUBLIC STOCK OFFERING OF
                           20,000,000 ORDINARY SHARES

SINGAPORE, JANUARY 7, 2002 -- Flextronics International Ltd. (NASDAQ: FLEX)
today announced the pricing of a public offering of 20,000,000 of its ordinary
shares at a public offering price of $25.96 per share under its currently
effective shelf registration. Banc of America Securities LLC is the underwriter
for the offering. Flextronics has granted the underwriter a 30-day option to
purchase up to an additional 3,000,000 ordinary shares to cover over-allotments,
if any.

Flextronics intends to use the net proceeds from the offering for general
corporate purposes, which may include working capital, capital expenditures, and
strategic acquisitions or investments. .

A prospectus related to the offering may be obtained from Banc of America
Securities LLC, 600 Montgomery Street, San Francisco, CA 94111.

ABOUT FLEXTRONICS

Headquartered in Singapore, Flextronics is a world-class Electronics
Manufacturing Services (EMS) provider focused on delivering operational services
to branded technology companies. With fiscal year 2001 revenues of USD$12
billion and approximately 70,000 employees, Flextronics is a major global
operating company with design, engineering, manufacturing and logistics
operations in 28 countries and four continents. This global presence allows for
manufacturing excellence through a network of facilities situated in key markets
and geographies that in turn provide its customers with the resources,
technology and capacity to optimize their operations. Flextronics' ability to
provide end-to-end operational services that includes innovative product design,
manufacturing, IT expertise and logistics has established the Company as the
top-tier EMS provider. For further information, please visit
www.flextronics.com.

This communication does not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such state
or jurisdiction.


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