S-4

As filed with the Securities and Exchange Commission on March 20, 2003
Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT

Under
The Securities Act of 1933

SANMINA-SCI CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	3672	77-0228182
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2700 North First Street
San Jose, California 95134
(408) 964-3500
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jure Sola
Chairman and
Chief Executive Officer
Sanmina-SCI Corporation
2700 North First Street
San Jose, California 95134
(408) 964-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Christopher D. Mitchell, Esq.
Michael A. Occhiolini, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

	(State or other
	jurisdiction of	(Primary Standard
	incorporation or	Industrial Classification		(I.R.S. Employer
(Exact name of additional registrant as specified in its charter)	organization)	Code)		Identification Number)
Compatible Memory, Inc.1	California		3679	91-1851483
Essex Acquisition Subsidiary, Inc.2	Delaware		6719	77-0578309
Hadco Corporation3	Massachusetts		3672	04-2393279
Hadco Santa Clara, Inc.4	Delaware		3672	94-2348052
Interagency, Inc.5	Delaware		6719	63-0673214
Interworks Computer Products6	California		3679	33-0680398
Manu-tronics, Inc.7	Wisconsin		3679	39-1130265
Moose Acquisition Subsidiary, Inc.2	Delaware		6719	77-0578312
Sanmina Canada Holdings, Inc.2	Delaware		6719	77-0564667
Sanmina Enclosure Systems USA Inc.8	North Carolina		3499	56-1931342
Sanmina General, L.L.C.2	Delaware		9999	N/A
Sanmina Limited, L.L.C.2	Delaware		9999	77-0570676
Sanmina Texas, L.P.9	Texas		3679	75-2102551
Sanmina-SCI, LLC2	Delaware		9999	77-0587139
Sanmina-SCI Systems (Alabama) Inc.5	Alabama		6719	63-0967529
Sanmina-SCI Systems Enclosures, LLC10	Delaware		3499	52-2204755
SCI Enclosures (Denton), Inc.11	Texas		3499	75-2547824
SCI Holdings, Inc.5	Delaware		6719	72-1950026
SCI Plant No. 2, L.L.C.5	Alabama		3679	63-2835179
SCI Plant No. 3, L.L.C.5	Alabama		3679	63-2837246
SCI Plant No. 4, L.L.C.5	Alabama		3679	63-2837317
SCI Plant No. 5, L.L.C.5	Alabama		3679	63-2838566

	(State or other
	jurisdiction of	(Primary Standard
	incorporation or	Industrial Classification		(I.R.S. Employer
(Exact name of additional registrant as specified in its charter)	organization)	Code)		Identification Number)
SCI Plant No. 12, L.L.C.12	Colorado		3679	63-1255660
SCI Plant No. 22, L.L.C.12	Colorado		3679	63-1255657
SCI Plant No. 27, L.L.C.5	Alabama		3679	63-2838598
SCI Plant No. 30, L.L.C.5	Alabama		3679	63-2839219
SCI Systems, Inc.5	Delaware		3679	63-0583436
SCI Technology, Inc.5	Alabama		3679	63-0889617
Scimex, Inc.5	Alabama		9999	63-0950119
Viking Components Incorporated1	California		3679	33-0412659

(Address, including zip code, and telephone number, including area code, of additional Registrant’s principal executive offices)

¹ 30200 Avenida De Las Banderas, Rancho Santa Margarita, CA 92688 (949) 643-7255

² 2700 N. First Street, San Jose, CA 95134 (408) 964-3500

³ 12A Manor Parkway, Salem, NH 03079 (603) 896-2000

⁴ 445 El Camino Real, Santa Clara, CA 95050 (408) 557-7000

⁵ 2101 W. Clinton Ave., Huntsville, AL 35805 (256) 882-4800

⁶ 80 Empire Drive, Lake Forest, CA 92630 (949) 599-0100

⁷ 8701 100th Street, Kenosha, WI 53142 (262) 947-7700

⁸ 3600 Glenwood Avenue, Raleigh, NC 27612 (919) 596-7622

⁹ 1201 West Crosby Road, Carrollton, TX (972) 323-3400

¹⁰ 100 Continental Drive, Richmond, KY 40475 (859) 623-7411

¹¹ 2200 Worthington Ave., Denton, TX 76207 (940) 387-3535

¹² 702 Bandley Drive, Fountain, CO 80817 (719) 382-2244

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

				Proposed			Proposed
				Maximum			Maximum
Title of Each Class	Amount			Offering			Aggregate			Amount of
of Securities to	to be			Price			Offering			Registration
be Registered	Registered			Per Unit (1)			Price (1)			Fee (1)
10.375% Senior Secured Notes due January 15, 2010	$	750,000,000			100	%	$	750,000,000		$	60,675
Guarantees of 10.375% Senior Secured Notes due January 15, 2010 (2)	$	—	(3)		—	(3)		—	(3)		—	(3)

(1)	Represents the maximum principal amount at maturity of 10.375% Senior Secured Notes due January 15, 2010 that may be issued pursuant to the exchange offer described in this registration statement. The registration fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933.
(2)	The guarantors are U.S. wholly-owned subsidiaries of Sanmina-SCI Corporation and have guaranteed the notes being registered.
(3)	Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the guarantees of the notes.

     The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. We may not offer these securities for exchange until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated March 20, 2003

Prospectus

$750,000,000
Offer To Exchange
10.375% Senior Secured Notes due January 15, 2010, Registered under the Securities Act
for
All Outstanding 10.375% Senior Secured Notes due January 15, 2010
of
Sanmina-SCI Corporation

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM
NEW YORK CITY TIME, ON _________, 2003, UNLESS EXTENDED

     TERMS OF THE EXCHANGE OFFER:

• We are offering to exchange $750,000,000 aggregate principal amount of registered 10.375% Senior Secured Notes due January 15, 2010, which we refer to as the exchange notes, for all of our original unregistered 10.375% Senior Secured Notes due January 15, 2010, which we refer to as the original notes, that were issued on December 23, 2002.

• We are also offering to exchange the guarantees associated with the original notes, which we refer to as the original guarantees, for the guarantees associated with the exchange notes, which we refer to as the exchange guarantees. The exchange guarantees will not be subject to the transfer restrictions or registration rights relating to the original guarantees.

• The terms of the exchange notes will be substantially identical to the original notes, except that the exchange notes will not be subject to transfer restrictions or registration rights relating to the original notes.

• You may withdraw tendered original notes at any time prior to the expiration of the exchange offer.

• The exchange of original notes should not be a taxable exchange for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

• There is no existing market for the exchange notes to be issued, and we do not intend to apply for their listing on any securities exchange or arrange for them to be quoted on any quotation system.

     See the section entitled “Description of Notes” that begins on page 50 for more information about the exchange notes to be issued in this exchange offer and the original notes.

     Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after consummation of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resales. See “Plan of Distribution.”

     This investment involves risks. See the section entitled “Risk Factors” that begins on page 12 for a discussion of the risks that you should consider prior to tendering your original notes in the exchange offer.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated __________, 2003.

TABLE OF CONTENTS

EXHIBIT 3.1.4

EXHIBIT 3.1.5

EXHIBIT 3.1.6

EXHIBIT 3.1.7

EXHIBIT 3.1.8

EXHIBIT 3.1.9

EXHIBIT 3.1.10

EXHIBIT 3.1.11

EXHIBIT 3.1.12

EXHIBIT 3.1.13

EXHIBIT 3.1.14

EXHIBIT 3.1.15

EXHIBIT 3.1.16

EXHIBIT 3.1.17

EXHIBIT 3.1.18

EXHIBIT 3.1.19

EXHIBIT 3.1.20

EXHIBIT 3.1.21

EXHIBIT 3.1.22

EXHIBIT 3.1.23

EXHIBIT 3.1.24

EXHIBIT 3.1.25

EXHIBIT 3.1.26

EXHIBIT 3.1.27

EXHIBIT 3.1.28

EXHIBIT 3.1.29

EXHIBIT 3.1.30

EXHIBIT 3.1.31

EXHIBIT 3.1.32

EXHIBIT 3.1.33

EXHIBIT 3.1.34

EXHIBIT 3.1.35

EXHIBIT 3.1.36

EXHIBIT 3.1.37

EXHIBIT 3.1.38

EXHIBIT 3.1.39

EXHIBIT 3.1.40

EXHIBIT 3.1.41

EXHIBIT 3.1.42

EXHIBIT 3.1.43

EXHIBIT 3.1.44

EXHIBIT 3.1.45

EXHIBIT 3.1.46

EXHIBIT 3.1.47

EXHIBIT 3.1.48

EXHIBIT 3.1.49

EXHIBIT 3.1.50

EXHIBIT 3.1.51

EXHIBIT 3.1.52

EXHIBIT 3.1.53

EXHIBIT 3.1.54

EXHIBIT 3.1.55

EXHIBIT 3.1.56

EXHIBIT 3.1.57

EXHIBIT 3.1.58

EXHIBIT 3.1.59

EXHIBIT 3.1.60

EXHIBIT 3.1.61

EXHIBIT 3.1.62

EXHIBIT 3.1.63

EXHIBIT 3.1.64

EXHIBIT 3.1.65

EXHIBIT 3.2.1

EXHIBIT 3.2.2

EXHIBIT 3.2.3

EXHIBIT 3.2.4

EXHIBIT 3.2.5

EXHIBIT 3.2.6

EXHIBIT 3.2.7

EXHIBIT 3.2.8

EXHIBIT 3.2.9

EXHIBIT 3.2.10

EXHIBIT 3.2.11

EXHIBIT 3.2.12

EXHIBIT 3.2.13

EXHIBIT 3.2.14

EXHIBIT 3.2.15

EXHIBIT 3.2.16

EXHIBIT 3.2.17

EXHIBIT 3.2.18

EXHIBIT 3.2.19

EXHIBIT 3.2.20

EXHIBIT 3.2.21

EXHIBIT 3.2.22

EXHIBIT 3.2.23

EXHIBIT 3.2.24

EXHIBIT 12.1

EXHIBIT 23.2

EXHIBIT 25.1

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

EXHIBIT 99.5

TABLE OF CONTENTS

	Page
Important Notice About Information Presented in this Prospectus	i
Available Information	i
Incorporation of Certain Documents by Reference	ii
Summary	1
Risk Factors	12
Disclosure Regarding Forward-Looking Statements	29
Use of Proceeds	30
Unaudited Pro Forma Combined Condensed Statement of Operations	31
Selected Consolidated Financial Data	36
The Exchange Offer	38
Description of Notes	50
Description of the Collateral and Intercreditor Arrangements	116
Description of Material Debt	122
Important U.S. Federal Income Tax Considerations	126
Plan of Distribution	127
Where You Can Find More Information	127
Legal Matters	128
Experts	128
Index to Consolidated Financial Statements	F-1

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS

     You should rely only on the information provided in this prospectus and the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering to exchange the original notes for new notes in any jurisdiction where the offer is not permitted. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover.

AVAILABLE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. You may read and copy this information at the following locations of the Securities and Exchange Commission:

Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

     You may also obtain copies of this information at prescribed rates by mail from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Room 1024, Washington, DC 20549. You may obtain information about the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. In addition, you can review copies of this information and the registration statement through the SEC’s “EDGAR” (Electronic Data Gathering, Analysis and Retrieval) System, available on the SEC’s website (http://www.sec.gov).

i

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     We are filing with the Securities and Exchange Commission, referred to as the SEC, a registration statement on Form S-4 relating to the exchange notes. This prospectus is a part of the registration statement, but the registration statement includes additional information and also attaches exhibits that are referenced in this prospectus. In addition, as allowed by the SEC’s rules, this prospectus incorporates by reference important business and financial information about us that is not included or delivered with this prospectus.

     We have filed the following documents with the SEC which are incorporated into this prospectus by reference:

(1)	Our annual report on Form 10-K for the year ended September 28, 2002, including the information incorporated by reference from our proxy statement relating to our annual meeting of stockholders;
(2)	Our quarterly report on Form 10-Q for the quarter ended December 28, 2002; and
(3)	Our Current Reports on Form 8-K filed on December 4, 2002, December 23, 2002 and January 15, 2003.

     All documents subsequently filed by Sanmina-SCI pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this prospectus and prior to the termination of the offering of the exchange notes offered by this prospectus shall be deemed to be incorporated by reference into this prospectus and to be a part of this prospectus from the date of filing of such document. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

     You may request a free copy of any of our filings with the SEC by writing or telephoning Sanmina-SCI at Sanmina-SCI Corporation, 2700 North First Street, San Jose, California 95134, (408) 964-3500. In order to obtain timely delivery of such documents, holders of original notes must request this information no later than five business days prior to the expiration date of the exchange offer for the original notes.

ii

SUMMARY

     This summary highlights selected information included elsewhere or incorporated by reference in this prospectus to help you understand Sanmina-SCI and the terms of the notes and the notes guarantees. Because this is a summary, you should carefully read this prospectus, as well as the information incorporated by reference in this prospectus, to fully understand the terms of the notes and the notes guarantees and other considerations that may be important to you in making a decision about whether to invest in the Notes and the notes guarantees. Unless the context indicates or requires otherwise, the terms “Sanmina-SCI,” “our company,” “we,” “us,” and “our” as used in this prospectus refer to Sanmina-SCI Corporation, or Sanmina-SCI, and its consolidated subsidiaries. The terms “notes guarantors” and “notes guarantees” have the meanings defined in the “Description of Notes.” Unless the context indicates or requires otherwise, references to the “original notes” and the “exchange notes” as used in this prospectus shall be deemed to include the applicable guarantees associated with such original notes or exchange notes, as the case may be. We use the term “notes” in this prospectus to collectively refer to the original notes and the exchange notes. References to “first priority security interest” and “second priority security interest” throughout this prospectus are meant to describe in general terms the priority of the security interests securing the senior secured credit facility and the notes, respectively, and are subject in each case to limitations as a result of permitted liens on the collateral that may have priority to such first priority and second priority security interests.

Sanmina-SCI Corporation

     We are a leading independent global provider of customized, integrated electronics manufacturing services, or EMS. We provide these comprehensive services primarily to original equipment manufacturers, or OEMs, in the communications, computing, multimedia, industrial controls, defense and aerospace, medical and automotive industries. The combination of our advanced technologies, extensive manufacturing expertise and economies of scale enables us to meet the specialized needs of our customers in these markets in a cost-effective manner.

     Our end-to-end services in combination with our global expertise in supply chain management enable us to manage our customers’ products throughout their life cycles. These services include:

• product design and engineering, including initial development, detailed design and preproduction services;

• volume manufacturing of complete systems, components and subassemblies;

• final system assembly and test;

• direct order fulfillment; and

• after-market product service and support.

     Our business strategy enables us to win large outsourcing programs from leading multinational OEMs. Our customers consist of OEMs that operate in a broad range of industries, and include Alcatel, S.A., Cisco Systems, Inc., Dell Computer Corporation, EchoStar Communications Corporation, Telefonaktiebolaget LM Ericsson, Hewlett-Packard Company, International Business Machines, McData Corp., Nokia Corp. and Nortel Networks.

     We were incorporated in Delaware in May 1989 to acquire our predecessor company, which had been in the printed circuit board and backplane business since 1980. In December 2001, we acquired SCI and subsequently changed our name to Sanmina-SCI Corporation. Our principal executive offices are located at

-1-

2700 North First Street, San Jose, California 95134. Our telephone number is (408) 964-3500 and our Internet address is www.sanmina-sci.com. The information contained in or linked to our website is not intended to be a part of this prospectus.

Collateral

     The notes and the notes guarantees are secured, subject to permitted liens, by a second priority security interest on the same collateral securing our obligations under our senior secured credit facility, which includes:

• substantially all of the assets of Sanmina-SCI and its United States subsidiaries located in the United States;

• a pledge of all of the capital stock of substantially all of Sanmina-SCI’s United States subsidiaries; and

• a pledge of 65% of the capital stock of certain of Sanmina-SCI’s first-tier foreign subsidiaries.

     The security interest of the holders of the notes in the collateral is subject to a number of important limitations and exceptions which are described under the heading “Description of the Collateral and Intercreditor Arrangements.”

The Refinancing Transactions

     We offered the original notes in December 2002 as part of the refinancing transactions, or the refinancing, pursuant to which we issued the original notes and entered into a senior secured credit facility providing for a $275.0 million five-year term loan, referred to as the senior secured credit facility. We used a portion of the net proceeds of the offering of the original notes and our senior secured credit facility to (1) repay all outstanding amounts under our old three-year revolving credit facility, and (2) to repurchase all outstanding receivables sold under our old receivables securitization facility. Our old 364-day revolving credit facility expired in accordance with its terms on December 4, 2002. The old credit facility and old receivables securitization facility were terminated in connection with the refinancing.

     Under the senior secured credit facility, the amount of the term loan will be tested from time to time against a borrowing base equal to 80% of eligible accounts receivable plus 50% of eligible inventory. If the outstanding principal amount of the term loan exceeds our borrowing base from time to time, we will be required to provide cash collateral in an amount equal to the excess. Obligations under the senior secured credit facility are secured, subject to permitted liens, by a first priority security interest in the same assets securing the notes. All of our existing and future United States subsidiaries have guaranteed the obligations under the senior secured credit facility, subject to some limited exceptions. Each subsidiary guarantee under the senior secured credit facility is secured, subject to permitted liens, by a first priority security interest in substantially all of the assets located in the United States of the applicable subsidiary guarantor, as well as a pledge of all of the stock of such subsidiary guarantor’s United States subsidiaries and a pledge of 65% of the stock of certain of such subsidiary guarantor’s first-tier foreign subsidiaries, subject to limited exceptions. For more information regarding the senior secured credit facility. See “Description of Material Debt-Senior Secured Credit Facility.”

-2-

The Exchange Offer

The Initial Offering of Original Notes	On December 23, 2002, we issued in a private placement 10.375% Senior Secured Notes due January 15, 2010 to the initial purchasers. We refer to these notes as the original notes in this prospectus. The initial purchasers subsequently resold the original notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside the United States pursuant to Regulation S.
Registration Rights Agreement	Pursuant to the registration rights agreement between Sanmina-SCI, the note guarantors and the initial purchasers entered into in connection with the initial private placement, Sanmina-SCI and the notes guarantors have agreed to offer to exchange the original notes for up to $750.0 million aggregate principal amount of 10.375% Senior Secured Notes due January 15, 2010 that are being offered hereby. We refer to the notes issued for the original notes in this exchange offer as the exchange notes. We have filed this registration statement to meet our obligation under this registration rights agreement. If Sanmina-SCI or any notes guarantor fails to satisfy these obligations under the registration rights agreement, it will pay special interest to holders of the original notes under specified circumstances. See “Description of Notes-Exchange Offer; Registration Rights.”
The Exchange Offer	We are offering to exchange the exchange notes, which have been registered under the Securities Act, for the same aggregate principal amount of the original notes.
	The original notes may be tendered only in $1,000 increments. We will exchange the applicable exchange notes for all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration date of the exchange offer.
	The exchange notes will evidence the same debt as the original notes and will be issued under and entitled to the benefits of the same indenture that governs the original notes. Holders of the original notes do not have any appraisal or dissenter rights in connection with the exchange offer. Because we have registered the

-3-

	exchange notes, the exchange notes will not be subject to transfer restrictions, and holders of original notes that have tendered and had their original notes accepted in the exchange offer will have no registration rights.
If You Fail to Exchange Your Original Notes	If you do not exchange your original notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer provided in the original notes and indenture governing those notes. In general, you may not offer or sell your original notes unless they are registered under the federal securities laws or are sold in a transaction exempt from or not subject to the registration requirements of the federal securities laws and applicable state securities laws.
Procedures for Tendering Notes	If you wish to tender your original notes for exchange notes, you must:

• complete and sign the enclosed letter of transmittal by following the related instructions, and

• send the letter of transmittal, as directed in the instructions, together with any other required documents, to the exchange agent either (1) with the original notes to be tendered, or (2) in compliance with the specified procedures for guaranteed delivery of the original notes.

	Brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer.
	Please do not send your letter of transmittal or certificates representing your original notes to us. Those documents should be sent only to the exchange agent. Questions regarding how to tender and requests for information should be directed to the exchange agent. See “The Exchange Offer-Exchange Agent.”
Resale of the Exchange Notes	Except as provided below, we believe that the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:

• the exchange notes are being acquired in the ordinary course of business,

-4-

• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer,

• you are not an affiliate of Sanmina-SCI,

• you are not a broker-dealer tendering original notes acquired directly from us for your account, and

• you are not prohibited by law or any policy of the SEC from participating in the exchange offer.

	Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties that are not related to us. The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the SEC would make similar determinations with respect to this exchange offer. If any of these conditions are not satisfied, or if our belief is not accurate, and you transfer any exchange notes issued to you in the exchange offer without delivering a resale prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from those requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.
	Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”
Record Date	We mailed this prospectus and the related offer documents to the registered holders of the original notes on      , 2003.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on      , 2003, unless we decide to extend the expiration date. However, the latest time and date to which the exchange offer may be extended is at 5:00 p.m., New York City time, on      , 2003.

-5-

Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, including that the exchange offer not violate applicable law or any applicable interpretation of the staff of the SEC. This exchange offer is not conditioned upon any minimum principal amount of the original notes being tendered.
Exchange Agent	U.S. Bank National Association (as successor to State Street Bank & Trust Company of California, National Association), is serving as exchange agent for the exchange offer.
Special Procedures for Beneficial Owners	If your original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact that person promptly if you wish to tender your original notes pursuant to this exchange offer. See “The Exchange Offer-Procedures for Tendering.”
Withdrawal Rights	You may withdraw the tender of your original notes at any time before the expiration date of the exchange offer by delivering a written notice of your withdrawal to the exchange agent. You must follow the withdrawal procedures as described under the heading “The Exchange Offer-Withdrawal of Tenders.”
Federal Income Tax Considerations	The exchange of original notes for the exchange notes in the exchange offer should not be a taxable event for U.S. federal income tax purposes.
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange notes for the original notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.

The Exchange Notes

     The form and terms of the exchange notes are the same as the form and terms of the original notes, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not have the benefit of the registration rights and special interest provisions contained in the original notes. The exchange notes represent the same debt as the original notes for which they are being exchanged. Both the original notes and the exchange notes are governed by the same indenture.

Issuer Sanmina-SCI Corporation, a Delaware corporation.

-6-

Notes Offered	$750 million aggregate principal amount of 10.375% Senior Secured Notes due January 15, 2010.
Maturity	January 15, 2010.
Interest Payment Dates	January 15 and July 15 of each year, beginning on July 15, 2003.
Guarantees	The notes are fully and unconditionally guaranteed on a senior secured basis by substantially all of Sanmina-SCI’s United States subsidiaries. For a description of the collateral securing the notes guarantees. See “Description of the Collateral and Intercreditor Arrangements.”
Ranking of the Notes	The notes:

• are senior debt of Sanmina-SCI;

• have a security interest in the collateral securing the notes second to the right of all senior secured debt of Sanmina-SCI having a first priority security interest in the collateral securing the notes;

• have a prior interest in the collateral ahead of all senior unsecured debt of Sanmina-SCI so long as the notes remain secured;

• are equal in right of payment to all senior secured debt of Sanmina-SCI permitted under the indenture and the intercreditor agreement to be secured by a second priority security interest in the collateral securing the notes so long as the notes remain secured; and

• are senior in right of payment to all subordinated debt of Sanmina-SCI.

As of December 28, 2002, Sanmina-SCI’s total outstanding consolidated debt was approximately $2.5 billion, of which approximately $1.0 billion is senior debt of Sanmina-SCI and the notes guarantors and approximately $1.4 billion is subordinated debt of Sanmina-SCI and the notes guarantors. Approximately $1.0 billion of the senior debt of Sanmina-SCI and the notes guarantors is secured debt.

The indenture governing the notes and our senior secured credit facility also permits us, subject to specified limitations, to incur additional debt, some or all of which may be senior debt and some of which may be secured debt.

-7-

Ranking of the Notes Guarantees Each notes guarantee:

• is senior debt of each notes guarantor;

• has a security interest in the collateral of such notes guarantor securing such notes guaranty second to the right of all senior secured debt of such notes guarantor having a first priority security interest in the collateral securing such notes guaranty;

• has a prior interest in the collateral of such notes guarantor ahead of all senior unsecured debt of such notes guarantor so long as such notes guaranty remains secured;

• is equal in right of payment to all senior secured debt of such notes guarantor permitted under the indenture and the intercreditor agreement to be secured by a second priority security interest in the collateral of such notes guarantor securing such notes guaranty so long as such notes guaranty remains secured; and

• is senior in right of payment to all subordinated debt of such notes guarantor.

Security and Collateral The notes and the notes guarantees are secured, subject to permitted liens, by a second priority security interest in the same collateral securing our obligations under our senior secured credit facility, which includes:

• substantially all of the assets of Sanmina-SCI and its United States subsidiaries located in the United States;

• a pledge of all of the capital stock of substantially all of Sanmina-SCI’s United States subsidiaries; and

• a pledge of 65% of the capital stock of certain of Sanmina-SCI’s first-tier foreign subsidiaries.

	The security interest of the holders of the notes in the collateral is subject to a number of important limitations and exceptions which are described under “Description of the Collateral and Intercreditor Arrangements.”
Optional Redemption	Sanmina-SCI may redeem the notes, in whole or in part, at anytime prior to January 15, 2007, at a redemption price that is equal to the sum of (1) the principal amount of the notes to be redeemed, (2) accrued and unpaid interest and (3) a “make-whole” premium as specified in this prospectus under “Description of Notes-Optional Redemption at Specified Prices.”

-8-

	Sanmina-SCI may redeem the notes issued under the indenture, in whole or in part, beginning on January 15, 2007, at the redemption prices specified in this prospectus under “Description of Notes-Optional Redemption at Specified Prices.”
	Before January 15, 2006, Sanmina-SCI may redeem up to 35% of the notes issued under the indenture with the proceeds of certain equity offerings at the price specified in this prospectus under “Description of Notes-Optional Redemption with Net Proceeds from an Equity Offering.”
Change of Control	Following a change of control (as defined in “Description of Notes-Certain Definitions”), Sanmina-SCI is required to make an offer to repurchase all or any portion of the notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest, if any, to but excluding, the date of repurchase.
Certain Covenants	Sanmina-SCI issued the notes under an indenture among Sanmina-SCI, the notes guarantors and U.S. Bank National Association (as successor to State Street Bank and Trust Company of California, N.A.), as trustee. The indenture includes covenants that limit our ability and the ability of our restricted subsidiaries to:

• incur additional debt, including guarantees by our restricted subsidiaries;

• make investments and other restricted payments, pay dividends on our capital stock, redeem or repurchase our capital stock or subordinated obligations, subject to certain exceptions;

• create specified liens;

• sell assets;

• create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;

• engage in transactions with affiliates;

• engage in sale and leaseback transactions;

• consolidate or merge with or into other companies or sell all or substantially all of our assets; and

• amend the security documents relating to the collateral.

-9-

These covenants are subject to a number of important exceptions and qualifications described under “Description of Notes-Certain Covenants” and “Description of Notes-Merger, Consolidation and Sale of Property.”

Fall-away Event/Termination of Collateral

If the notes receive an investment grade rating (as defined under “Description of Notes-Certain Definitions”) and upon the occurrence of certain other events described under “Description of Notes-Covenants After Fall-Away Event,” at the request of Sanmina-SCI, the trustee shall cause the release of the second priority security interest collateral securing the notes and the notes guarantees. Upon such release, the notes and the notes guarantees will become the general senior unsecured obligations of Sanmina-SCI and the notes guarantors. In addition, we and our restricted subsidiaries will no longer be obligated to comply with certain covenants, including covenants relating to:

• limitations on debt,

• limitations on restricted payments,

• limitations on asset sales,

• limitations on restrictions on distributions from
restricted subsidiaries, and

• certain other covenants described under the heading “Description of Notes-Covenants After Fall-Away Event.”

If, subsequent to a fall-away event, the notes cease to have an investment grade rating or a default or event of default occurs and is continuing, we and our restricted subsidiaries will thereafter again be subject to the restrictive covenants that were suspended. We and our restricted subsidiaries will not, however, be required to provide new collateral to secure the notes.

Registration Rights

In connection with the offering of the original notes, we and the notes guarantors agreed to offer to exchange the original notes for exchange notes. We and the notes guarantors also agreed to provide a shelf registration statement to cover resales of the notes under certain circumstances. If we or any notes guarantor fails to satisfy these obligations, it will pay special interest to holders of the notes under specified circumstances. See “Description of Notes-Exchange Offer; Registration Rights.”

-10-

Ratio of Earnings to Fixed Charges

									Fiscal Quarter
Fiscal Year Ended									Ended
September 30,	October 2,		September 30,		September 29,		September 28,		December 28,
1998	1999		2000		2001		2002		2002
3.3x		4.1x		6.7x		2.2x		—		0.6x

     The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges. For purposes of calculating the ratios, “earnings” consists of income (loss) before income taxes and loss from equity investees plus fixed charges, and “fixed charges” consists of interest expense, amortization of debt discount and debt issuance costs, and the portion of rental expense representative of interest expense.

             Earnings for the fiscal year ended September 28, 2002 and the quarter ended December 28, 2002 were not sufficient to cover fixed charges. The coverage deficiency was approximately $2.8 billion for the fiscal year ended September 28, 2002 and approximately $9.6 million for the quarter ended December 28, 2002. The loss before income taxes for the year ended September 28, 2002 included goodwill impairment losses of $2.7 billion.

-11-

RISK FACTORS

     Prospective participants in the exchange offer should carefully consider all of the information contained in this prospectus, including the risks and uncertainties described below. Except with respect to the risk factors associated with the exchange offer, the risk factors set forth below are generally applicable to the original notes as well as the exchange notes.

Risk Factors Associated with the Exchange Offer

If you fail to follow the exchange offer procedures, your notes will not be accepted for exchange.

     We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your notes. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your notes, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we will not accept your original notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

If you fail to exchange your original notes for exchange notes, they will continue to be subject to the existing transfer restrictions and you may not be able to sell them.

     We did not register the original notes, nor do we intend to do so following the exchange offer. Original notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. As a result, if you hold original notes after the exchange offer, you may not be able to sell them. To the extent any original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes that remain outstanding after the exchange offer may be adversely affected due to a reduction in market liquidity.

Because there is no public market for the exchange notes, you may not be able to resell them.

     The exchange notes will be registered under the Securities Act but will constitute a new issue of securities with no established trading market. We cannot assure you that an active market will exist for the exchange notes or that any trading market that does develop will be liquid. We do not intend to apply to list the exchange notes for trading on any securities exchange or to arrange for quotation on any automated dealer quotation system.

     The trading market for the notes may be adversely affected by:

• changes in the overall market for non-investment grade securities;

• changes in our financial performance or prospects;

• the prospects for companies in our industry generally;

-12-

• the number of holders of the notes;

• the interest of securities dealers in making a market for the notes; and

• prevailing interest rates and general economic conditions.

     Historically, the market for non-investment grade debt has been subject to substantial volatility in prices. The market for the notes, if any, may be subject to similar volatility. Prospective investors in the notes should be aware that they may be required to bear the financial risks of such investment for an indefinite period of time.

Risk Factors Related to Investment in the Exchange Notes

Our substantial debt level could adversely affect our financial condition and prevent us from meeting our obligations under the notes. The indenture governing the notes permits us to redeem, repurchase or refinance our subordinated debt in specific circumstances.

     We currently have a significant amount of debt. As of December 28, 2002, we had approximately $2.5 billion of debt outstanding. In addition, subject to the restrictions in our existing and any future financing agreements, we may incur additional debt.

     Our substantial debt level could have important consequences. For example, it could:

• make it more difficult for us to make payments on the notes;

• require us to dedicate a substantial portion of our cash flow from operations and other capital resources to debt service;

• limit our ability to fund working capital, capital expenditures, acquisitions, research and development and other general corporate requirements;

• increase our vulnerability to adverse economic and industry conditions;

• expose us to fluctuations in interest rates with respect to that portion of our debt which is at a variable rate of interest;

• limit our flexibility in planning for, or reacting to, changes and opportunities in the EMS industry, including potential acquisitions and OEM divestiture transactions;

• limit our ability to obtain additional financing on commercially reasonable terms, if at all; and

• place us at a competitive disadvantage to any of our competitors that have less debt.

     The indenture governing the notes permits us to redeem or repurchase our convertible subordinated debt if we meet a specified liquidity threshold. See “Description of Notes—Certain Covenants—Limitation on Restricted Payments” and “Description of Material Debt.” In addition, we may refinance our convertible subordinated debt with senior debt. We are also permitted to refinance our Zero Coupon Convertible Subordinated Debentures due 2020, or Zero Coupon Debentures, with debt that has a maturity after

-13-

September 12, 2005, which is the first date the holders of such debentures can require us to repurchase such debentures, but prior to the maturity of the Zero Coupon Debentures. See “Description of Notes—Certain Covenants—Limitation on Debt.”

To service our debt and fund our other capital requirements, we will require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control. Substantial amounts of our debt will become due prior to the maturity date of the notes.

     Our ability to meet our debt service obligations, including the notes, and to fund working capital, capital expenditures, acquisitions, research and development and other general corporate purposes, will depend upon our future financial performance. Our future financial performance will be subject to financial, business and other factors affecting our operations, many of which are beyond our control. Similarly, the ability of the notes guarantors to make payments on and refinance their debt will depend on their ability to generate cash in the future. Our ability and the notes guarantors ability to generate future cash is subject to general and regional economic, financial, competitive, legislative, regulatory and other factors that are beyond our or the notes guarantors’ control. Neither we nor the notes guarantors can assure you that any of us will generate sufficient cash flow from operations, or that future borrowings will be available, in an amount sufficient to enable any of us to pay our debt, including the notes, or to fund other liquidity needs.

     We expect that substantial amounts of our debt will become due prior to the final maturity date of the notes, which we will be required to repay or refinance. Our 4 1/4% Convertible Subordinated Notes due 2004, or 4 1/4% Notes, our Zero Coupon Convertible Subordinated Debentures due 2020, or Zero Coupon Debentures, and the 3% Convertible Subordinated Notes due 2007, or 3% Notes, which we have guaranteed, either mature or give the holders of these notes the right to require us to repurchase these notes prior to the maturity date of the notes. See “Capitalization” and “Description of Material Debt.” We are also required to prepay the senior secured credit facility prior to the date of maturity of any of our convertible debt or the date on which any of our convertible debt becomes mandatorily redeemable if we are unable to demonstrate our ability to make the payment at maturity, or redemption payment and meet a minimum liquidity test on a pro forma basis. If either we or the notes guarantors are unable to generate sufficient cash flow and are unable to refinance or extend outstanding borrowings on commercially reasonable terms or at all, we and the notes guarantors may have to:

• reduce or delay capital expenditures planned for replacements, improvements and expansions;

• sell assets;

• restructure debt; and/or

• obtain additional debt or equity financing.

     We cannot assure you that we or the notes guarantors could effect or implement any of these alternatives on satisfactory terms, if at all.

-14-

We depend in substantial part on the cash flow from our non-guarantor subsidiaries to meet our obligations, and your right to receive payment on the notes and the notes guarantees will be effectively subordinated to the obligations of our non-guarantor subsidiaries.

     Our non-guarantor subsidiaries are separate and distinct legal entities with no obligation to pay any amounts due on the notes or the notes guarantees. Our non-guarantor subsidiaries have no obligation to provide us or the notes guarantors with funds for our payment obligations, whether by dividend, distribution, loan or other payments. Our cash flow and our ability to service our debt, including the notes, depends in substantial part on the earnings of our non-guarantor subsidiaries and on the distribution of earnings, loans or other payments to us by these subsidiaries. See Notes to the Consolidated Financial Statements and Notes to the Unaudited Condensed Consolidated Financial Statements included in this prospectus that set forth certain supplemental information of the guarantors and the non-guarantors.

     In addition, the ability of these non-guarantor subsidiaries to make any dividend, distribution, loan or other payment to us could be subject to statutory or contractual restrictions. The senior secured credit facility prohibits us and our subsidiaries from making payments of dividends and other distributions. However, we may make limited payments if we are in compliance with all of the facility’s covenants and no default or event of default exists under the facility. Payments to us by these non-guarantor subsidiaries will also be contingent upon their earnings and their business considerations. Because we depend in part on the cash flow of these subsidiaries to meet our obligations, these types of restrictions could impair our ability to make scheduled interest and principal payments on the notes.

     In addition, under the indenture governing the notes, non-guarantor restricted subsidiaries are permitted to incur substantial amounts of additional debt (see the definition of Permitted Debt under “Description of Notes—Certain Covenants—Limitation on Debt”). We and our restricted subsidiaries are also permitted to make an unlimited amount of investments in non-guarantor restricted subsidiaries under the indenture. As a result, the notes would be effectively subordinated to this additional debt that may be incurred by the non-guarantor restricted subsidiaries. In addition, if we or our restricted subsidiaries invest additional amounts in non-guarantor restricted subsidiaries, in the event of a bankruptcy, liquidation, reorganization or other winding up of any of the non-guarantor restricted subsidiaries, assets that otherwise could be used to satisfy our obligations under the notes will first be used to satisfy the liabilities of the non-guarantor restricted subsidiaries.

     Our right to receive any assets of our non-guarantor subsidiaries upon their bankruptcy, liquidation, dissolution, reorganization or similar proceeding, and therefore your right to participate in those assets, will be effectively subordinated to the claims of these subsidiaries’ creditors, including trade creditors. In addition, even if Sanmina-SCI or the notes guarantors were a creditor of one or more of these subsidiaries, the rights of Sanmina-SCI and the notes guarantors as creditors would be subordinated to any security interest in the assets of these subsidiaries and any debt of these subsidiaries senior to that held by us or the notes guarantors. As a result, the notes and the notes guarantees will be effectively subordinated to all liabilities, including trade payables, of our current or future subsidiaries that are not notes guarantors. As of December 28, 2002, the notes and the notes guarantees would have been effectively subordinated to $1.1 billion of liabilities of our non-guarantor subsidiaries.

-15-

We may not be able to finance future needs or adapt our business plan to changes because of restrictions placed on us by the notes, the senior secured credit facility and other instruments governing our other debt.

     The agreements governing our existing debt, including the notes and our senior secured credit facility contain, and those governing our future debt may contain, various covenants that limit our ability to, among other things:

• incur additional debt, including guarantees by us or our restricted subsidiaries;

• make investments, pay dividends on our capital stock, redeem or repurchase our capital stock or subordinated obligations, subject to certain exceptions;

• create specified liens;

• make capital expenditures;

• sell assets;

• make acquisitions;

• create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;

• engage in transactions with affiliates;

• engage in sale and leaseback transactions; and

• consolidate or merge with or into other companies or sell all or substantially all of our assets.

     Our ability to comply with covenants contained in the notes and the senior secured credit facility may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The senior secured credit facility requires us to comply with limits on capital expenditures, a maximum senior leverage ratio and a maximum net interest expense ratio. Additionally, the senior secured credit facility contains numerous affirmative covenants, including covenants regarding payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. Further, the senior secured credit facility contains negative covenants limiting our ability and the ability of our subsidiaries, among other things, to incur debt, grant liens, make acquisitions, make certain restricted payments, sell assets and enter into sale and lease back transactions. Any additional debt we may incur in the future may subject us to further covenants.

     Our failure to comply with these covenants could result in a default under these debt agreements. In addition, if any such default is not cured or waived, the default could result in an acceleration of debt under our other debt instruments that contain cross acceleration or cross-default provisions, which could require us to repay or repurchase debt, together with accrued interest, prior to the date it otherwise is due and that could adversely affect our financial condition. If a default occurs under our senior secured credit facility, the lenders could cause all of the outstanding debt obligations under the senior secured credit facility to become due and payable, which would result in a default under the notes and could lead to an acceleration of

-16-

obligations related to the notes. Upon a default or cross-default, the collateral agent, at the direction of the lenders under the senior secured credit facility could proceed against the collateral. Even if we are able to comply with all of the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us.

The collateral securing the notes and the notes guarantees will be released in certain circumstances and is subject to control by creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay both the first priority creditors and the holders of the notes.

     The notes and the notes guarantees are secured on a second priority basis by the same collateral securing our senior secured credit facility, as described in “Description of the Collateral and Intercreditor Arrangements.” However, as described in more detail in “Description of the Collateral and Intercreditor Arrangements,” the indenture governing the notes and the intercreditor agreement permit the second priority liens on the collateral to be released in certain circumstances without requiring replacement assets to be pledged as collateral. In addition, holders of the notes are not entitled to a security interest or lien on assets held by our non-guarantor subsidiaries, that is our non-U.S. subsidiaries, and the portion of our assets in or business conducted by our non-guarantor subsidiaries may increase over time which may result in a decline in the overall portion of our assets constituting collateral securing the notes.

     The first priority liens on the collateral will secure our obligations under the senior secured credit facility and certain other future debt permitted to be incurred by us or a restricted subsidiary under the indenture governing the notes and that is designated by us, at the time of such incurrence, as first priority lien secured debt. The holders of obligations secured by the first priority liens on the collateral will be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before the holders of the notes and the other obligations secured by second priority liens.

     The value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We cannot assure you that the proceeds from the sale or sales of all of the collateral would be sufficient to satisfy our obligations under the notes and our other obligations secured by the second priority liens, if any, after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the notes, then holders of the notes, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against our remaining assets.

     As of December 28, 2002, we had $275.0 million of debt outstanding under the senior secured credit facility, all of which will be secured by first priority liens on the collateral, subject to permitted liens. Under the indenture, we could also incur additional debt secured by first priority or second priority liens, that together with debt under the senior secured credit facility, shall not exceed the greater of $540.0 million or our Borrowing Base (as defined in “Description of Notes—Certain Definitions,”) as described in “Description of Notes—Certain Covenants—Limitation on Debt” and the definition of Permitted Liens under “Description of Notes—Certain Definitions.”

     The rights of the holders of the notes with respect to the collateral securing the notes are limited pursuant to the terms of an intercreditor agreement. Under the intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:

-17-

• the ability to cause the commencement of enforcement proceedings against the collateral

• the ability to control the conduct of such proceedings,

• the approval of amendments to the collateral documents,

• releases of liens on the collateral, and

• waivers of past defaults under the collateral documents

     The collateral agent, on behalf of the holders of the notes, does not have the ability to control or direct such actions, even if the rights of the holders of the notes are adversely affected. Additional releases of collateral from the second priority lien securing the notes are permitted under some circumstances. See “Description of the Collateral and Intercreditor Arrangements.”

     Creditors with first priority security interests in the collateral have the discretion to release the guarantees under our credit facilities and correspondingly to release the notes guarantors so long as any release of these guarantees are not given in connection with the repayment of these credit facilities.

The right to foreclose upon and sell the collateral upon an event of default would be subject to limitations under bankruptcy and local laws.

     If we or any of our subsidiaries become subject to bankruptcy proceedings, the right of the holders of obligations with security interests in the collateral to foreclose upon and sell the collateral upon the occurrence of an event of default would be subject to limitations under applicable bankruptcy laws. In addition, a portion of the collateral consists of pledges of a portion of the stock of certain of our foreign subsidiaries. The validity of those foreign subsidiaries’ pledges and your ability to realize upon that collateral may be limited by the local law of these foreign subsidiaries, which limitations may or may not affect the first priority liens.

     In certain overseas jurisdictions in which our foreign subsidiaries are located, local laws may limit the ability of the holders of the notes to hold a second lien in relation to the pledged stock of such foreign subsidiaries under such local laws.

No holder of any note can exercise any remedies while real property in California comprises part of the collateral other than in accordance with the provisions of the indenture because the “one-action” rule in the State of California.

     California has an extensive and complicated body of law, known as the “one-action rule,” relating to the exercise of remedies against real property collateral by a secured creditor. If the collateral includes real estate in California, this law could be applicable to any potential enforcement by the trustee of its rights as a secured creditor. In summary, this rule requires that a creditor must bring only one action for the recovery of debt or the enforcement of any rights secured by a mortgage upon real property. This rule can be used by a borrower as an affirmative defense to force a creditor to exercise its remedies against all collateral in a single action. Even if the borrower does not assert this defense, the one-action rule could operate as a sanction on a creditor. It could operate as a sanction on that creditor since that creditor may be deemed to have made an election of remedies if the creditor selectively exercises any of its remedies against the borrower and the creditor’s lien over the real property collateral and the creditor’s other remedies may be extinguished.

-18-

     The one-action rule may have a particularly negative impact, from a creditor’s standpoint, in the event of an exercise of rights of set-off to satisfy an outstanding debt secured by real property. A creditor who exercises its right of set-off could be deemed to have taken its “one-action” by that set-off and may no longer either sue the borrower directly on the debt or exercise its remedies against any other collateral. As a result, no holder of any note can exercise any remedies while real property in California comprises part of the collateral other than in accordance with the indenture in order to limit the risk that the one-action rule could apply to any exercise of remedies by the collateral agent. Notwithstanding this provision of the indenture, in the event a holder of a note does exercise any remedy during such time, there is a risk that the one-action rule could adversely effect the ability of the collateral agent or the holders of the notes to exercise other remedies against Sanmina-SCI, any of the notes guarantors or any collateral.

Sanmina-SCI may not be able to repurchase the notes upon a change of control.

     Sanmina-SCI is required to make an offer to purchase all or a portion of your notes in the event of a change of control. As a result of such offer, you may require Sanmina-SCI to repurchase any of your notes. We cannot assure you that there will be sufficient funds to pay the repurchase price in the event of a change of control. In addition, the senior secured credit facility restricts Sanmina-SCI from repurchasing the notes upon a change of control. Any future debt agreements may also restrict or prohibit Sanmina-SCI from repurchasing the notes upon a change of control. If Sanmina-SCI is prohibited from repurchasing the notes, we could seek the consents of the lenders to permit the repurchase or we could seek to refinance the debt. We cannot assure you that we will be able to obtain any necessary consents or refinance the debt. The failure of Sanmina-SCI to repurchase the notes would be a default under the indenture for the notes. An event of default under the indenture for the notes. An event of default under the indenture for the notes would in turn be a default under the senior secured credit facility as well as certain of our other debt. In addition, an event constituting a change of control could also constitute a change of control or fundamental change under the 3% Notes, the 4 1/4% Notes and the Zero Coupon Debentures and require us to repurchase these other notes.

     In addition, the senior secured credit facility provides that particular types of change of control events would be an event of default under the senior secured credit facility. An event of default would entitle the lenders to, among other things, cause all outstanding debt obligations under the senior secured credit facility to become due and payable and to proceed against their collateral, which includes all of the collateral securing the notes and the notes guarantees. We cannot assure you that we would have sufficient assets or be able to obtain sufficient third-party financing on favorable terms to satisfy all of our obligations under the senior secured credit facility, the notes or other debt.

     The change of control provisions in the notes indenture may make it more difficult for a potential acquirer to obtain control of us. However, some important corporate events, for example leveraged recapitalizations, that would increase our debt would not constitute a “change of control” under the indenture.

If the notes receive an investment grade rating, Sanmina-SCI will no longer be subject to most of the covenants in the indenture and the collateral securing the notes and the collateral securing the notes guarantees will be released.

     If at any time the notes receive an investment grade rating from Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. and additional conditions are met under the indenture, we and our restricted subsidiaries will no longer be subject to most of the covenants set forth in the notes indenture and the second priority lien on the collateral securing the notes and the notes guarantees will be permanently released. In the event of such release, neither the notes nor the notes guarantees will be secured again even if

-19-

the notes cease to have an investment grade rating by either or both of these rating agencies. See “Description of Notes—Covenants After Fall-Away Event.”

Bankruptcy law and state fraudulent conveyance laws may void our obligations and those of the notes guarantors under the notes and the notes guarantees, respectively.

     If Sanmina-SCI or any notes guarantor at the time they entered into the notes or the notes guarantees: (1) was or is insolvent or rendered insolvent by reason of such occurrence or (2) was or is engaged in a business or transaction for which the assets remaining with us, or such notes guarantor, constituted unreasonably small capital or (3) intended or intends to incur, or believed or believes that it would incur, debts beyond our or its ability to pay such debts as they mature and (4) in the case of (1) through (3) above Sanmina-SCI or such notes guarantor received or receives less than reasonably equivalent value or fair consideration for the incurrence of such debt or providing such notes guarantees, then the notes and the notes guarantees could be voided or claims in respect of the notes or the notes guarantees could be subordinated to all of our other debts or those of such notes guarantor under bankruptcy laws or state fraudulent conveyance laws. In addition, our payment of interest and principal pursuant to the notes or the payment of amounts by a notes guarantor pursuant to a notes guarantee could be voided and required to be returned to the person making such payment, or to a fund for the credit of our creditors or those of such notes guarantor.

     Measures of insolvency will vary depending upon the law applied in any proceeding. However, an entity would generally be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the saleable value of all of its assets at a fair valuation or if the present fair saleable value of its assets were less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature, or

• it could not pay our or its debts as they become due.

     Sanmina-SCI believes that neither Sanmina-SCI nor any notes guarantor is insolvent or has unreasonably small capital for the business in which we or it is engaged and will incur debts beyond our or its ability to pay debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions.

You may be unable to pursue claims against Arthur Andersen LLP, our former independent accountants.

     Arthur Andersen LLP, or Andersen, has not consented to the use of its audit report in, or participated in the preparation of, this prospectus and registration statement. As a result, your ability to seek damages from Andersen in connection with the exchange offer will be limited. Moreover, your recovery of any damages that may be obtained will be limited as a result of Andersen’s financial condition and other matters relating to the various civil and criminal lawsuits involving Andersen. The inability of Andersen to satisfy any claims arising from the provision of auditing services to us may impede our access to the capital markets after completion of this offering.

Our rating downgrades make it more expensive for us to borrow money and may adversely affect the trading price of the notes.

-20-

     On December 5, 2002, Standard & Poor’s Ratings Services downgraded our corporate credit rating to “BB—” from “BB” and our subordinated note rating to “B” from “B+.” Standard & Poor’s assigned a “BB” bank loan rating to the senior secured credit facility and a “BB—” rating to the notes. Standard & Poor’s also noted that our ratings outlook is “stable.” On December 4, 2002, Moody’s Investors Service confirmed our senior implied rating to be “Ba2” and our senior unsecured issuer rating to be “Ba3.” Moody’s downgraded our subordinated note rating to “B1” from “Ba3.” Moody’s assigned “Ba1” rating to the senior secured credit facility and “Ba2” rating to the notes. Moody’s noted that our ratings outlook is “negative.” We do not know if either of these ratings services will downgrade our ratings further. These recent rating downgrades and any future downgrades may make it more expensive for us to raise additional capital in the future and adversely affect the trading price of the notes.

Risks Relating to Our Business

If the markets for our customers’ products decline further, or improve at a slower pace than we anticipate, demand for our services may be adversely affected and, therefore, our operating results could be adversely affected.

     As a result of the downturn in the electronics industry, in general, and the communications sector in particular, demand for our manufacturing services has declined significantly. The decrease in demand for manufacturing services by OEMs has resulted primarily from reduced capital spending by communications service providers. Until the recent downturn in the communications sector, we had depended on OEMs in this sector for a significant portion of our net sales and earnings. Consequently, our operating results have been adversely affected as a result of the deterioration in the communications market and the other markets that we serve. If capital spending in the end markets we serve continues to decline or if these markets do not improve, or improves at a slower pace than we anticipate, our revenue and profitability will continue to be adversely affected.

     We cannot accurately predict future levels of demand for our customers’ electronics products. As a result of this uncertainty, we cannot accurately predict if and when the electronics industry, and in particular the communications sector, will improve. Consequently, our past operating results, earnings and cash flows may not be indicative of our future operating results, earnings and cash flows.

If demand for our higher-end, higher margin manufacturing services does not improve, our future gross margins and operating results may be lower than expected.

     Before the recent economic downturn in the communications sector, sales of our services to OEMs in this sector accounted for a substantially greater portion of our net sales and earnings than in recent periods. As a result of reduced sales to OEMs in the communications sector, our gross margins have declined because the services that we provided to these OEMs often were more complex, thereby generating higher margins, than those that we provided to OEMs in other sectors of the electronics industry. For example, communications OEMs often required us to manufacture printed circuit boards with more than 20 layers. In addition, a greater percentage of our net sales in recent periods has been derived from sales of personal computers. Margins on personal computers are typically lower than margins that we have historically realized in communication products. Personal computer OEMs are continuing to seek price decreases from us and other EMS companies and competition for this business remains intense. This price competition could adversely affect our gross margins. If demand for our higher-end, higher margin manufacturing services does not improve in the future, our gross margins and operating results in future periods may be lower than expected.

-21-

Our operating results are subject to significant uncertainties.

     Our operating results are subject to significant uncertainties, including the following:

• economic conditions in the electronics industry;

• the timing of orders from major customers and the accuracy of their forecasts;

• the timing of expenditures in anticipation of increased sales, customer product delivery requirements and shortages of components or labor;

• the mix of products ordered by and shipped to major customers as high volume and low complexity manufacturing services typically have lower gross margins than more complex and lower volume services;

• the degree to which we are able to utilize our available manufacturing capacity;

• our ability to effectively plan production and manage our inventory and fixed assets;

• pricing and other competitive pressures;

• seasonality in customers’ product requirements;

• fluctuations in component prices;

• component shortages, which could cause us to be unable to meet customer delivery schedules; and

• new product development by our customers.

     A significant portion of our operating expenses is relatively fixed in nature, and planned expenditures are based, in part, on anticipated orders, which are difficult to estimate because of the current downturn in the electronics industry. If we do not receive anticipated orders as expected, our operating results will be adversely impacted. Moreover, our ability to reduce our costs as a result of current or future restructuring efforts may be limited because consolidation of operations can be costly and a lengthy process to complete.

We generally do not obtain long-term volume purchase commitments from customers, and, therefore, cancellations, reductions in production quantities and delays in production by our customers could adversely affect our operating results.

     We generally do not obtain firm, long-term purchase commitments from our customers. Customers may cancel their orders, reduce production quantities or delay production for a number of reasons. Many of our customers recently have experienced significant decreases in demand for their products and services. The uncertain economic conditions in several of the markets in which our customers operate have prompted some of our customers to cancel orders, delay the delivery of some of the products that we manufacture or place purchase orders for fewer products than we previously anticipated. Even when our customers are contractually obligated to purchase products from us, we may be unable or, for other business reasons, choose not to enforce our contractual rights. Cancellations, reductions or delays of orders by customers would:

-22-

• adversely affect our operating results by reducing the volumes of products that we manufacture for our customers;

• delay or eliminate recoupment of our expenditures for inventory purchased in preparation for customer orders; and

• lower our asset utilization, which would result in lower gross margins.

     In addition, customers may require that we transfer the manufacture of their products from one facility to another to achieve cost reductions and other objectives. These transfers may result in increased costs to us due to resulting facility downtime or less than optimal utilization of our manufacturing capacity.

We rely on a small number of customers for a substantial portion of our net sales, and declines in sales to these customers could adversely affect our operating results.

     Sales to our 10 largest customers accounted for 67.0% of our net sales in the quarter ending December 28, 2002 and our two largest customers each accounted for more than 10% of our net sales for the quarter. We depend upon the continued growth, viability and financial stability of our customers, substantially all of which operate in an environment characterized by rapid technological change, short product life cycles, consolidation, and pricing and margin pressures. We expect to continue to depend upon a relatively small number of customers for a significant percentage of our revenue. Consolidation among our customers may further concentrate our business in a limited number of customers and expose us to increased risks relating to dependence on a small number of customers. In addition, a significant reduction in sales to any of our large customers or significant pricing and margin pressures exerted by a key customer, would adversely affect our operating results. In the past, some of our large customers have significantly reduced or delayed the volume of manufacturing services ordered from us. We cannot assure you that present or future large customers will not terminate their manufacturing arrangements with us or significantly change, reduce or delay the amount of manufacturing services ordered from us, any of which would adversely affect our operating results.

If our business does not improve or declines, we may further restructure our operations, which may adversely affect our financial condition and operating results.

     In recent periods, we have announced two major restructuring plans as a result of the slowdown in the global electronics industry and the worldwide economy, as well as in connection with a number of our acquisitions. Prior to the end of fiscal 2002, we announced a phase one restructuring plan which contemplated aggregate cash and non-cash restructuring costs totaling approximately $730.0 million. We expect to incur approximately $22.8 million of restructuring costs pursuant to this plan in the remainder of fiscal 2003. In October 2002, we announced a phase two restructuring plan, which was approved by management in the fourth quarter of fiscal 2002, of up to $250.0 million of both cash and non-cash restructuring charges as a result of the continued slowdown in the EMS industry. We expect to incur up to approximately $180.0 million of restructuring costs pursuant to this new phase two restructuring plan in future periods. We cannot be certain as to the actual amount of these restructuring charges or the timing of their recognition for financial reporting purposes. We may need to take additional restructuring charges in the future if our business does not improve or declines or if the expected benefits of recently completed and currently planned restructuring activities do not materialize. These benefits may not materialize if we incur unanticipated costs in closing facilities or transitioning operations from closed facilities to other facilities or if customers cancel orders as a result of facility closures. If we are unsuccessful in implementing our

-23-

restructuring plans, we may experience disruptions in our operations and higher ongoing costs, which may adversely affect our operating results.

If we are unable to purchase the operations of electronics industry OEMs or negotiate favorable long-term supply agreements with the divesting OEMs, our business may be adversely affected.

     To continue to expand our business, we expect to pursue opportunities to acquire operations being divested by OEMs. We expect that competition for these divestiture transactions among EMS companies will be intense because these transactions typically enable the acquirer to enter into significant long-term supply arrangements with the divesting OEM. The pricing of manufacturing services in OEM divestiture transactions may be less favorable to us than in typical contractual relationships because of the long-term nature of these supply arrangements or an OEM’s desire to reduce manufacturing costs. In addition, because these transactions often involve existing customers, they can present difficult managerial and organizational challenges, particularly with respect to excess inventory, excess capacity and other aspects of our customer relationships. If we enter into new OEM asset divestiture transactions, our gross and operating margins may be reduced as a result of both the pricing structure as well as costs associated with excess inventory and capacity. Our future operating results could be adversely affected if we do not obtain a significant portion of the divestiture transactions that we pursue.

We are subject to intense competition in the EMS industry, and our business may be adversely affected by these competitive pressures.

     The EMS industry is highly competitive. We compete on a worldwide basis to provide electronics manufacturing services to OEMs in the communications, high-end computing, personal computing, aerospace and defense, medical, industrial controls and multimedia sectors. Our competitors include major global EMS providers such as Celestica, Inc., Flextronics International Ltd., Jabil Circuit, Inc., and Solectron Corporation, as well as smaller EMS companies that often have a regional or product, service or industry specific focus. Some of these companies have greater manufacturing and financial resources than we do. We also face competition from current and potential OEM customers, who may elect to manufacture their own products internally rather than outsource the manufacturing to EMS providers.

     We expect competition to intensify further as more companies enter markets in which we operate and the OEMs we serve continue to consolidate. To remain competitive, we must continue to provide technologically advanced manufacturing services, high quality service, flexible and reliable delivery schedules, and competitive prices. Our failure to compete effectively could adversely affect our business and results of operations.

Consolidation in the electronics industry may adversely affect our business.

     In the current economic climate, consolidation in the electronics industry may increase as companies combine to achieve further economies of scale and other synergies. Consolidation in the electronics industry could result in an increase in excess manufacturing capacity as companies seek to divest manufacturing operations or eliminate duplicative product lines. Excess manufacturing capacity has increased, and may continue to increase, pricing and competitive pressures for the EMS industry as a whole and for us in particular. Consolidation could also result in an increasing number of very large electronics companies offering products in multiple sectors of the electronics industry. The significant purchasing power and market power of these large companies could increase pricing and competitive pressures for us. If one of our customers is acquired by another company that does not rely on us to provide services and has its own

-24-

production facilities or relies on another provider of similar services, we may lose that customer’s business. Any of the foregoing results of industry consolidation could adversely affect our business.

Our failure to comply with applicable environmental laws could adversely affect our business.

     We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, storage, discharge and disposal of hazardous substances and wastes in the ordinary course of our manufacturing operations. We also are subject to laws and regulations governing the recyclability of products, the materials that may be included in products, and the obligations of a manufacturer to dispose of these products after end users are done using them. If we violate environmental laws, we may be held liable for damages and the costs of remedial actions and may be subject to revocation of permits necessary to conduct our businesses. We cannot assure you that we will not violate environmental laws and regulations in the future as a result of our inability to obtain permits, human error, equipment failure or other causes. Any permit revocations could require us to cease or limit production at one or more of our facilities, which could adversely affect our business, financial condition and operating results. Although we estimate our potential liability with respect to violations or alleged violations and reserve for such liability, we cannot assure you that any reserves will be sufficient to cover the actual costs that we incur as a result of these violations or alleged violations. Our failure to comply with applicable environmental laws and regulations could limit our ability to expand facilities or could require us to acquire costly equipment or to incur other significant expenses to comply with these laws and regulations.

     Over the years, environmental laws have become, and in the future may become, more stringent, imposing greater compliance costs and increasing risks and penalties associated with violations. We operate in several environmentally sensitive locations and are subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes in or restrictions on discharge limits, emissions levels, permitting requirements and material storage or handling could require a higher than anticipated level of operating expenses and capital investment or, depending on the severity of the impact of the foregoing factors, costly plant relocation.

     We are potentially liable for contamination at our current and former facilities, including those of the companies we have acquired. We have been named as a potentially responsible party at several contaminated disposal sites as a result of the past disposal of hazardous waste by us or companies we have acquired. We cannot assure you that liabilities relating to contaminated sites and past disposal activities will not adversely affect our business and operating results in the future.

Our key personnel are critical to our business, and we cannot assure you that they will remain with us.

     Our success depends upon the continued service of our executive officers and other key personnel. Generally, these employees are not bound by employment or non-competition agreements. We cannot assure you that we will retain our officers and key employees, particularly our highly skilled design, process and test engineers involved in the manufacture of existing products and development of new products and processes. The competition for these employees is intense. In addition, if Jure Sola, co-chairman and chief executive officer, Randy Furr, president and chief operating officer, or one or more of our other executive officers or key employees, were to join a competitor or otherwise compete directly or indirectly with us or otherwise be unavailable to us, our business, operating results and financial condition could be adversely affected.

-25-

We are subject to risks arising from our international operations.

     We conduct our international operations in Asia, Latin America, Canada and Europe and we continue to consider additional opportunities to make foreign acquisitions and construct new foreign facilities. We generated approximately 60.4% of our net sales from non-U.S. operations during the first quarter of fiscal 2003, and a significant portion of our manufacturing material was provided by international suppliers during this period. As a result of our international operations, we are affected by economic and political conditions in foreign countries, including:

• the imposition of government controls;

• export license requirements;

• political and economic instability;

• trade restrictions;

• changes in tariffs;

• labor unrest and difficulties in staffing;

• coordinating communications among and managing international operations;

• fluctuations in currency exchange rates;

• increases in duty rates;

• earnings expatriation restrictions;

• difficulties in obtaining export licenses;

• misappropriation of intellectual property; and

• constraints on our ability to maintain or increase prices.

     To respond to competitive pressures and customer requirements, we may further expand internationally in lower cost locations, particularly in Asia, Eastern Europe and Latin America. If we pursue expansion in these locations, we may incur additional capital expenditures. We cannot assure you that we will realize the anticipated strategic benefits of our international operations or that our international operations will contribute positively to, and not adversely affect, our business and operating results.

We may encounter difficulties completing or integrating our acquisitions and expanding our operations, which could adversely affect our operating results.

     For the past several years, we have pursued a strategy of growth through acquisitions. These transactions have involved acquisitions of entire companies and acquisitions of selected assets from electronics industry OEMs. These assets typically consist primarily of equipment, inventory and, in certain cases, facilities or facility leases. OEM asset divestiture transactions also typically involve our entering into

-26-

new supply agreements with OEMs. Acquisitions and other expansion of our operations may involve difficulties, including:

• integrating acquired operations and businesses;

• allocating management resources;

• scaling up production and coordinating management of operations at new sites;

• managing and integrating operations in geographically dispersed locations;

• maintaining customer, supplier or other favorable business relationships of acquired operations and restructuring or terminating unfavorable relationships;

• integrating the acquired company’s systems into our management information systems;

• addressing unforeseen liabilities of acquired businesses;

• lack of experience operating in the geographic market or industry sector of the business acquired;

• improving and expanding our management information systems to accommodate expanded operations; and

• losing key employees of acquired operations.

     Any of these factors could prevent us from realizing the anticipated benefits of the acquisition or expansion, including operational synergies, economies of scale and increases in the value of our business. Our failure to realize the anticipated benefits of acquisitions or expansions could adversely affect our business and operating results.

     Future acquisitions may also result in dilutive issuances of equity securities, the incurrence of additional debt, restructuring charges relating to consolidation of operations and the creation of goodwill and other intangible assets that could result in amortization expense or impairment charges, any of which could adversely affect our operating results.

If we are unable to protect our intellectual property or infringe or are alleged to infringe another person’s intellectual property, our operating results may be adversely affected.

     We rely on a combination of copyright, patent, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology. Our inability to protect our intellectual property rights could diminish or eliminate the competitive advantages that we derive from our proprietary technology.

     We may become involved in litigation in the future to protect our intellectual property or because others may allege that we infringe on their intellectual property. These claims and any resulting lawsuit could subject us to significant liability for damages and invalidate our proprietary rights. In addition, these lawsuits, regardless of their merits, likely would be time consuming and expensive to resolve and would divert

-27-

management’s time and attention. Any potential intellectual property litigation alleging our infringement of a third-party’s intellectual property also could force us or our customers to:

• stop producing products that use the challenged intellectual property;

• obtain from the owner of the infringed intellectual property a license to sell the relevant technology at an additional cost, which license may not be available on reasonable terms, or at all; and

• redesign those products or services that use the infringed technology.

We and the customers we serve are vulnerable to technological changes in the electronics industry.

     Our customers are primarily OEMs in the communications, high-end computing, personal computing, aerospace and defense, medical, industrial controls and multimedia sectors. These industry sectors, and the electronics industry as a whole, are subject to rapid technological change and product obsolescence. If our customers are unable to develop products that keep pace with the changing technological environment, our customers’ products could become obsolete, and the demand for our services could decline significantly. In addition, our customers may discontinue or modify products containing components that we manufacture, or develop products requiring new manufacturing processes. If we are unable to offer technologically advanced, easily adaptable and cost effective manufacturing services in response to changing customer requirements, demand for our services will decline. If our customers terminate their purchase orders with us or do not select us to manufacture their new products, our operating results could be adversely affected.

We may experience component shortages, which could cause us to delay shipments to customers and reduce our revenue and operating results.

     In the past from time to time, a number of components purchased by us and incorporated into assemblies and subassemblies produced by us have been subject to shortages. These components include application-specific integrated circuits, capacitors and connectors. Unanticipated component shortages have prevented us from making scheduled shipments to customers in the past and may do so in the future. Our inability to make scheduled shipments could cause us to experience a shortfall in revenue, increase our costs and adversely affect our relationship with the affected customer and our reputation generally as a reliable service provider. Component shortages may also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components. As a result, component shortages could adversely affect our operating results for a particular period due to the resulting revenue shortfall and increased manufacturing or component costs.

If we manufacture products containing design or manufacturing defects, or if our manufacturing processes do not comply with applicable statutory and regulatory requirements, demand for our services may decline and we may be subject to liability claims.

     We manufacture products to our customers’ specifications, and, in some cases, our manufacturing processes and facilities may need to comply with applicable statutory and regulatory requirements. For example, medical devices that we manufacture, as well as the facilities and manufacturing processes that we use to produce them, are regulated by the Food and Drug Administration. In addition, our customers’ products and the manufacturing processes that we use to produce them often are highly complex. As a result, products that we manufacture may at times contain design or manufacturing defects, and our manufacturing

-28-

processes may be subject to errors or not in compliance with applicable statutory and regulatory requirements. Defects in the products we manufacture, whether caused by a design, manufacturing or component failure or error, or deficiencies in our manufacturing processes, may result in delayed shipments to customers or reduced or cancelled customer orders. If these defects or deficiencies are significant, our business reputation may also be damaged. The failure of the products that we manufacture or our manufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable expense to correct a manufacturing program or facility. In addition, these defects may result in liability claims against us. The magnitude of such claims may increase as we expand our medical, automotive, and aerospace and defense manufacturing services because defects in medical devices, automotive components, and aerospace and defense systems could seriously harm users of these products. Even if our customers are responsible for the defects, they may not, or may not have the resources to, assume responsibility for any costs or liabilities arising from these defects.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

     This prospectus contains or incorporates by reference forward-looking statements. These statements relate to our expectations for future events and time periods. Generally, the words “anticipate,” “expect,” “intend” and similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements because of a variety of factors, including the risks described under “Risks Factors” in this prospectus. We disclaim any intention or obligation to update or revise any forward-looking statements contained in or incorporated by reference into this prospectus, whether as a result of new information, future events or otherwise.

-29-

USE OF PROCEEDS

     The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the original notes. We will not receive any cash proceeds from the issuance of the exchange notes. The original notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness.

     The net proceeds from the offering of the sale of the original notes in the initial private placement and our senior secured credit facility were approximately $994.0 million in the aggregate after deducting the discounts and estimated expenses of the offering and the related discounts and transaction costs of our senior secured credit facility. We used a portion of the net proceeds from the sale of the original notes and our senior secured credit facility to repay our debt under the old credit facility and repay the outstanding balance under our old receivables securitization facility. We plan to use the remaining proceeds to refinance or restructure our other debt, to fund the further expansion of our business, and for additional working capital, capital expenditures and general corporate purposes.

     The debt repaid under the old credit facility bore interest at a variable rate based on a defined bank rate, which was 4.75% per year as of September 28, 2002. As of September 28, 2002, the balance under the old receivables securitization facility bore an effective interest rate of 2.56% per year.

-30-

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

     The following unaudited pro forma combined condensed statement of operations gives effect to the SCI Acquisition using the purchase method of accounting, as required by Statement of Financial Accounting Standards No. 141, “Business Combinations.” Under this method of accounting, we have allocated the purchase price of the SCI Acquisition to the fair value of the assets of operations acquired and liabilities assumed, including goodwill.

     The unaudited pro forma combined condensed statement of operations is based on our consolidated financial statements and accompanying notes which are included in this prospectus and SCI’s historical consolidated financial statements. The unaudited pro forma combined condensed statement of operations gives effect to the SCI Acquisition as if it occurred on September 30, 2001. SCI’s results of operations are included in our statements of operations from December 3, 2001, the close of the accounting period nearest to the acquisition date of December 6, 2001.

     Sanmina and SCI incurred direct transaction costs of approximately $21.0 million and $29.8 million, respectively, in connection with the acquisition. Our direct transaction costs have been included in the total purchase cost for accounting purposes. SCI charged its direct transaction costs to operations in the fiscal period ended December 2, 2001. There can be no assurance that the combined company will not incur additional charges in subsequent quarters relating to costs associated with the SCI Acquisition.

     The pro forma data is not necessarily indicative of the actual results that might have occurred had the SCI Acquisition occurred at the beginning of fiscal 2002 nor is it necessarily indicative of the future operating results of the combined company. While presented with numerical specificity, based on assumptions considered reasonable by management when taken as a whole, the unaudited pro forma financial data are for illustrative purposes only and are necessarily speculative in nature. We believe that the pro forma data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such information.

     The unaudited pro forma combined condensed statement of operations should be read in conjunction with our consolidated financial statements and the related notes thereto which are included in this prospectus and SCI’s consolidated financial statements and the related notes thereto which have been previously filed with the SEC.

-31-

SANMINA AND SCI

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR FISCAL 2002

			Historical
			Sanmina-SCI			SCI
			Fiscal Year Ended			Two Months Ended			Pro Forma
			September 28, 2002			December 2, 2001			Adjustments			Combined
			(in thousands, except per share data)
Net sales			$	8,761,630		$	1,275,766		$	—		$	10,037,396
Cost of sales				8,386,929			1,287,838			—			9,674,767
		Gross profit		374,701			(12,072	)		—			362,629
Operating expenses:
	Selling, general and administrative			287,625			38,214			253	(A)		326,092
	Amortization of goodwill and intangibles			5,757			1,000			(1,000	)(B)		5,757
	Goodwill impairment and write down of intangible assets			2,670,000			—			—			2,670,000
	Merger and integration costs			3,707			29,802			—			33,509
	Restructuring costs			171,795			101,092			—			272,887
		Total operating expenses		3,138,884			170,108			(747	)		3,308,245
Operating income (loss)				(2,764,183	)		(182,180	)		747			(2,945,616	)
Other income (expense):
	Interest income			25,292			422			—			25,714
	Interest expense			(97,833	)		(15,527	)		—			(113,360	)
	Other income (expense)			21,832			(77	)		—			21,755
Other income (expense), net				(50,709	)		(15,182	)		—			(65,891	)
Loss before provision (benefit) for income taxes				(2,814,892	)		(197,362	)		747			(3,011,507	)
Provision (benefit) for income taxes				(118,139	)		(51,350	)		42	(C)		(169,447	)
Net loss			$	(2,696,753	)	$	(146,012	)	$	705		$	(2,842,060	)
Loss per share:
	Basic											$	(5.48	)(D)
	Diluted											$	(5.48	)(D)
Shares used in computing per share amounts:
	Basic												518,670	(D)
	Diluted												518,670	(D)

See accompanying notes to unaudited pro forma combined condensed statement of operations.

-32-

NOTES TO UNAUDITED PRO FORMA COMBINED

CONDENSED STATEMENT OF OPERATIONS

     On December 6, 2001, we acquired SCI in a transaction whereby SCI merged with one of our wholly owned subsidiaries and SCI became one of our wholly owned subsidiaries. Under the terms of the SCI Acquisition, SCI stockholders received 1.36 shares of our common stock for each share of SCI common stock. In addition, we issued options to purchase shares of our common stock in exchange for each issued and outstanding SCI option. The transaction was accounted for as a purchase business combination. The purchase price was allocated as follows:

	(In thousands)
Net tangible assets acquired	$	119,783
Deferred compensation related to options		4,562
Goodwill		4,286,646
Total purchase price	$	4,410,991

     The total purchase price of approximately $4.4 billion consisted of approximately 200.6 million shares of our common stock with a fair value of approximately $4.2 billion, 13.0 million vested and unvested stock options with a fair value of $203.0 million, of which approximately $4.6 million was recorded as deferred compensation related to the intrinsic value of the unvested options, and direct transaction costs of $21.0 million. The value of the 200.6 million shares of our common stock used to acquire SCI was based on a per share price of $20.87. This per share price of our common stock was determined as the average closing market price for the five trading days ending July 17, 2001 (which encompasses a period of a few business days each before and after the merger was announced). The fair value of the SCI common stock options that we assumed was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

• risk-free interest rate of 4.48%;

• expected life of four years;

• expected dividend rate of 0%; and

• volatility of 105%.

     Our direct transaction costs of $21.0 million consisted primarily of fees for investment bankers, attorneys, accountants, filing costs and financial printing. We have recorded $4.3 billion related to goodwill, of which $1.2 billion is related to domestic operations and $3.1 billion is related to international operations. Of the $4.3 billion recorded for goodwill, the majority is not deductible for tax purposes.

     During the fourth quarter of fiscal 2002, we recorded a goodwill impairment loss of $299.0 million for the domestic reporting unit and $2.4 billion for the international reporting unit, or a total of $2.7 billion. The impairment loss resulted from the extended decline in the electronics industry and the communications sector in particular, which reduced the estimated fair values of the reporting units below their respective carrying values. We cannot assure you that future goodwill impairment tests will not result in further impairment charges.

-33-

     The purchase price was allocated to the tangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. The allocations above were based on management’s estimate of the fair value for purchase accounting purposes at the date of acquisition. The purchase price allocation also includes adjustments to net tangible assets for the closing and consolidation of SCI facilities as a result of the SCI Acquisition. Estimates of fair values were refined during fiscal 2002 and the corresponding adjustments were made to the purchase price allocation.

(1) Unaudited Pro Forma Combined Condensed Statement of Operations

     The pro forma combined condensed statement of operations gives effect to the SCI Acquisition as if it had occurred on September 30, 2001. Our consolidated statement of operations for fiscal 2002 has been combined with SCI’s consolidated statement of operations for the two months ended December 2, 2002. SCI’s results of operations are included in our statements of operations from December 3, 2001, the close of the accounting period nearest to the acquisition date of December 6, 2001. SCI’s net sales for the four-day period between December 3 and December 6 were approximately $91.0 million.

     The following adjustments have been reflected in the unaudited pro forma combined condensed statement of operations:

(A)	To record the amortization of deferred compensation for the months of October and November 2001 associated with the intrinsic value of unvested SCI options assumed by us. Deferred compensation represents a portion of the estimated intrinsic value of unvested SCI stock options assumed by us in the SCI Acquisition to the extent that service is required after the closing date of the SCI Acquisition in order to vest. In March 2000, the Financial Accounting Standards Board issued FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB No. 25. This Interpretation, which was effective as of July 1, 2000, results in compensation charges over the remainder of the options’ vesting periods. We are amortizing the value assigned to deferred compensation of approximately $4.6 million over an average remaining vesting period of three years. The estimated deferred compensation amount of $4.6 million was determined based on converting the estimated number of unvested options to purchase SCI common stock at December 6, 2001 into options to purchase our common stock subject to the same terms and conditions as were applicable prior to the effective time of the SCI Acquisition, adjusted based on the exchange ratio. The product of the market price less exercise prices multiplied by the number of converted unvested options multiplied by the fraction 3/4 (representing the average remaining service period divided by the average vesting period at issuance) equals $4.6 million.
(B)	To remove amortization of historical identifiable intangible assets previously recorded by SCI.
(C)	To record the tax effect of the removal of SCI amortization of historical goodwill and the amortization of the deferred compensation related to SCI assumed options. The tax rate used to record the tax effect of these adjustments was the weighted average combined effective tax rate for the two companies for the applicable period.
(D)	Basic pro forma combined earnings (loss) per share (EPS) was computed by dividing pro forma combined net loss by the weighted average number of shares of common stock

-34-

outstanding for the period presented. Diluted pro forma combined EPS for the period presented includes dilutive common stock equivalents, if any, using the treasury stock method. The number of shares issued as consideration for the SCI Acquisition is based on an exchange ratio of SCI stock to our stock of 1.36.

     A reconciliation of the pro forma combined net loss and pro forma weighted average number of shares used for the dilutive earnings (loss) per share computations for the period presented is as follows:

	Fiscal 2002
	(in thousands,
	except per share
	amounts)
Net loss	$	(2,842,060	)
Interest expense, net of tax, related to convertible subordinated debt (if dilutive)		—
Loss for calculating loss per share	$	(2,842,060	)
Weighted average number of shares outstanding during the period		518,670
Weighted average number of shares for stock options outstanding during the period		—
Weighted average number of shares if convertible subordinated debt were converted		—
Weighted average number of shares		518,670
Diluted loss per share	$	(5.48	)

     For fiscal 2002, 39,297,434 potentially dilutive shares from the conversion of the convertible subordinated debt were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. All stock options were anti-dilutive due to the net loss in fiscal 2002.

-35-

SELECTED CONSOLIDATED FINANCIAL DATA

     The consolidated statement of operations data for each of the five fiscal years in the period ended September 28, 2002, and the consolidated balance sheet data at the end of these fiscal years, has been derived from our audited consolidated financial statements. Our audited consolidated financial statements for fiscal 1998 and fiscal 1999 have been restated to give effect to pooling of interests business combinations that occurred in subsequent periods and the restated audited consolidated financial statements for fiscal 1998 have not been filed in full with the SEC. Our audited consolidated financial statements for fiscal 2000, fiscal 2001 and fiscal 2002 have been included in or incorporated by reference in this prospectus. Our statement of operations for fiscal 2002 includes the operating results of SCI from December 3, 2001, the close of the accounting period nearest to the acquisition date of December 6, 2001. The selected consolidated statement of operations data below for the three month periods ended December 29, 2001 and December 28, 2002, and the selected consolidated balance sheet data as of December 28, 2002, have been derived from the unaudited condensed consolidated financial statements of Sanmina-SCI that are included herein. In the opinion of management, such unaudited quarterly financial data contains all adjustments necessary for the fair presentation of our financial position and results of operations as of and for such periods. Operating results for the three months ended December 28, 2002 are not necessarily indicative of results that may be expected for future periods. Also included below is selected unaudited pro forma statements of operations data for fiscal 2002. The pro forma financial data gives effect to the SCI Acquisition as if it occurred on September 30, 2001.

			Fiscal Year Ended
			September 30,			October 2,			September 30,			September 29,			September 28,
			1998			1999			2000			2001			2002
			(in thousands)
Consolidated Statement of Operations Data:
Net sales			$	2,171,427		$	2,620,623		$	4,239,102		$	4,054,048		$	8,761,630
Cost of sales				1,809,107			2,186,120			3,562,430			3,512,579			8,386,929
	Gross profit			362,320			434,503			676,672			541,469			374,701
Operating expenses:
	Selling, general and administrative			155,181			174,149			235,720			239,683			287,625
	Amortization of goodwill and intangibles			13,974			16,476			23,545			26,350			5,757
	Goodwill impairment and write down of intangible assets			2,516			11,400			8,750			40,308			2,670,000	(1)
	Merger and integration costs			—			5,479			19,863			12,523			3,707
	Restructuring costs(2)			8,481			29,965			27,338			159,132			171,795
	Write-off of acquired in-process research and development			63,050			—			—			—			—
		Total operating expenses		243,202			237,469			315,216			477,996			3,138,884
Operating income (loss)				119,118			197,034			361,456			63,473			(2,764,183	)
	Interest income			8,024			16,576			42,693			72,333			25,292
	Interest expense			(33,370	)		(43,064	)		(46,796	)		(55,218	)		(97,833	)
	Other income (expense)			2,376			(1,179	)		(7,382	)		2,204			21,832
Other income (expense), net				(22,970	)		(27,667	)		(11,485	)		19,319			(50,709	)
Income (loss) before provision for income taxes				96,148			169,367			349,971			82,792			(2,814,892	)
Provision (benefit) for income taxes				56,963			64,651			139,877			42,346			(118,139	)
Net income (loss)			$	39,185		$	104,716		$	210,094		$	40,446		$	(2,696,753	)

			Pro Forma			Three Months Ended
			September 28,			December 29,			December 28,
			2002(unaudited)			2001(unaudited)			2002(unaudited)
			(in thousands)
Consolidated Statement of Operations Data:
Net sales			$	10,037,396		$	1,130,461		$	2,536,961
Cost of sales				9,674,767			1,077,354			2,428,004
	Gross profit			362,629			53,107			108,957
Operating expenses:
	Selling, general and administrative			326,092			51,988			83,292
	Amortization of goodwill and intangibles			5,757			1,478			1,609
	Goodwill impairment and write down of intangible assets			2,670,000	(1)		—			—
	Merger and integration costs			33,509			—			2,396
	Restructuring costs(2)			272,887			62,691			34,093
	Write-off of acquired in-process research and development			—			—			—
		Total operating expenses		3,308,245			116,157			121,390
Operating income (loss)				(2,945,616	)		(63,050	)		(12,433	)
	Interest income			25,714			13,257			3,321
	Interest expense			(113,360	)		(20,657	)		(21,477	)
	Other income (expense)			21,755			(1,671	)		19,382
Other income (expense), net				(65,891	)		(9,071	)		1,226
Income (loss) before provision for income taxes				(3,011,507	)		(72,121	)		(11,207	)
Provision (benefit) for income taxes				(169,447	)		(26,898	)		(3,698	)
Net income (loss)			$	(2,842,060	)	$	(45,223	)	$	(7,509	)

-36-

	As of
	September 30,		October 2,		September 30,		September 29,		September 28,		December 28,
	1998		1999		2000		2001		2002		2002 (unaudited)
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	194,226	$	467,738	$	1,263,550	$	1,388,391	$	1,163,674	$	1,569,620
Net working capital		444,308		764,877		1,913,617		2,090,956		2,105,049		2,640,609
Total assets		1,601,339		2,124,809		3,835,600		3,640,331		7,518,057		7,873,522
Total debt		444,672		705,559		1,217,705		1,234,408		2,241,230		2,477,821
Stockholders’ equity		726,884		886,455		1,758,793		1,840,980		3,414,715		3,420,004

(1)

During fiscal 2002, we recorded an impairment loss of approximately $2.7 billion in connection with the annual impairment test pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which requires that companies no longer amortize goodwill but instead test for impairment at least annually. As of September 28, 2002, the remaining carrying value of goodwill was approximately $2.1 billion. There can be no assurance that future goodwill impairment tests will not result in further impairment charges.

(2)

We recognize restructuring costs related to our plans to exit certain activities resulting from the identification of duplicative and excess manufacturing and administrative facilities that we choose to close or consolidate. In connection with our exit activities, we record restructuring charges for employee termination costs, long-lived asset impairments, costs related to leased facilities to be abandoned or subleased, and other exit-related costs. These charges were incurred pursuant to formal plans developed by management and accounted for in accordance with Emerging Issues Task Force Issue No. (“EITF”) 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” and EITF 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.”

-37-

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

     On December 23, 2002, we sold $750.0 million in aggregate principal amount at maturity of the original notes in a private placement. The original notes were sold to the initial purchasers who in turn resold the notes to a limited number of “Qualified Institutional Buyers,” as defined under the Securities Act, and to non-U.S. persons in transactions outside the United States in reliance on Regulation S of the Securities Act. In connection with the sale of the original notes, we, the notes guarantors and the initial purchasers entered into a registration rights agreement. Under the registration rights agreement, we and the notes guarantors have agreed to file a registration statement regarding the exchange of the original notes for the exchange notes which are registered under the Securities Act. We have also agreed to use our reasonable efforts to cause the registration statement to become effective with the SEC and to conduct this exchange offer. For a more detailed explanation of our obligations under the registration rights agreement, see the section entitled “Description of Notes—Exchange Offer; Registration Rights.”

     We are making the exchange offer to comply with our obligations under the registration rights agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

     In order to participate in the exchange offer, you must represent to us, among other things, that:

• you are acquiring the exchange notes in the exchange offer in the ordinary course of your business;

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

• you do not have any arrangement or understanding with any person to participate in the distribution of the exchange notes;

• you are not a broker-dealer tendering original notes acquired directly from us for your own account; and

• you are not one of our “affiliates,” as defined in Rule 405 of the Securities Act.

Resale of the Exchange Notes

     Based on a previous interpretation by the Staff of the SEC set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley & Co. Incorporated (available June 5, 1991), we believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you, except if you are an affiliate of us, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the representations set forth in “—Purpose and Effect of the Exchange Offer” apply to you.

-38-

     If:

• you are a broker-dealer; or

• you acquire exchange notes in the exchange offer for the purpose of distributing or participating in the distribution of the exchange notes,

you cannot rely on the position of the staff of the SEC contained in the no-action letters mentioned above and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.

     Each broker-dealer that receives exchange notes for its own account in exchange for private notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resales of exchange notes received in exchange for private notes which the broker-dealer acquired as a result of market-making or other trading activities. Any holder that is a broker-dealer participating in the exchange offer must notify the exchange agent at the telephone number set forth in the enclosed letter of transmittal and must comply with the procedures for broker-dealers participating in the exchange offer. We have not entered into any arrangement or understanding with any person to distribute the exchange notes to be received in the exchange offer. The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of original notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of the particular jurisdiction.

Terms of the Exchange Offer

     This prospectus and the accompanying letter of transmittal together constitute the exchange offer. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept original notes for exchange which are properly tendered on or before the expiration date and are not withdrawn as permitted below. The expiration date for this exchange offer is 5:00 p.m., New York City time, on      , 2003, or such later date and time to which we, in our sole discretion, extend the exchange offer, subject to applicable law. However, the latest time and date to which we can extend the exchange offer is 5:00 p.m., New York City time, on      , 2003.

     As of the date of this prospectus, $750.0 million in aggregate principal amount at maturity of the original notes are outstanding. This prospectus, together with the letter of transmittal, is being sent to all registered holders of the original notes on this date. There will be no fixed record date for determining registered holders of the original notes entitled to participate in the exchange offer. However, holders of the original notes must cause their original notes to be tendered by book-entry transfer or tender their certificates for the original notes before the expiration date of the exchange offer in order to participate in the exchange offer.

-39-

     The form and terms of the exchange notes being issued in the exchange offer are the same as the form and terms of the original notes except that:

• the exchange notes being issued in the exchange offer will have been registered under the Securities Act;

• the exchange notes being issued in the exchange offer will not bear the restrictive legends restricting their transfer under the Securities Act; and

• the exchange notes being issued in the exchange offer will not contain the registration rights and special interest provisions contained in the original notes.

     The exchange notes will evidence the same debt as the original notes and will be issued under the same indenture, so the exchange notes and the original notes will be treated as a single class of debt securities under the indenture.

     Outstanding notes being tendered in the exchange offer must be in integral multiples of $1,000. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered pursuant to the exchange offer.

     We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and applicable federal securities laws. Original notes that are not tendered for exchange under the exchange offer will remain outstanding and will be entitled to the rights under the related indenture. Any original notes not tendered for exchange will not retain any rights under the registration rights agreement and will remain subject to transfer restrictions. See “—Consequences of Failure to Exchange.” You do not have any approval or dissenters’ rights under the indenture in connection with the exchange offer.

     We will be deemed to have accepted validly tendered original notes when, as and if we will have given oral or written notice of our acceptance of the validly tendered original notes to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us. If any tendered original notes are not accepted for exchange because of an invalid tender or the occurrence of other events set forth in this prospectus or otherwise, certificates for any unaccepted original notes will be returned, or, in the case of original notes tendered by book-entry transfer, those unaccepted original notes will be credited to an account maintained with The Depository Trust Company, without expense to the tendering holder of those original notes as promptly as practicable after the expiration date of the exchange offer. See “—Procedures for Tendering.”

     Those who tender original notes in the exchange offer will not be required to pay brokerage commission or fees or, subject to the instruction in the letter of transmittal, transfer taxes with respect to the exchange under the exchange offer. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer. See “—Fees and Expenses.”

Expiration Date; Extensions, Amendments

     The expiration date is 5:00 p.m., New York City time on      , 2003, or such later date and time to which we, in our sole discretion, extend the exchange offer, subject to applicable law. However, the latest time and date to which we can extend the exchange offer is 5:00 p.m., New York City time, on      , 2003.

-40-

     In case of an extension of the expiration date of the exchange offer, we will issue a press release or other public announcement no later than 9:00 a.m. Eastern time, on the next business day after the previously scheduled expiration date. Such notification may state that we are extending this exchange offer for a specified period of time, but in no event later than      , 2003.

Conditions to the Completion of the Exchange Offer

     We may not accept original notes for exchange and may terminate or not complete the exchange offer if:

• any action, proceeding or litigation seeking to enjoin, make illegal or delay completion of the exchange offer or otherwise relating in any manner to the exchange offer is instituted or threatened;

• any order, stay, judgment or decree is issued by any court, government, governmental authority or other regulatory or administrative authority and is in effect, or any statute, rule, regulation, governmental order or injunction shall have been proposed, enacted, enforced or deemed applicable to the exchange offer, any of which would or might restrain, prohibit or delay completion of the exchange offer or impair the contemplated benefits of the exchange offer to us;

• any of the following occurs and the adverse effect of such occurrence shall, in our reasonable judgment, be continuing:

- any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States;

- any extraordinary or material adverse change in U.S. financial markets generally, including, without limitation, a decline of at least 10% in either the Dow Jones Industrial Average, the NASDAQ Index or the Standard & Poor’s 500 Index from the date of commencement of the exchange offer;

- a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;

- any limitation, whether or not mandatory, by any governmental entity on, or any other event that would reasonably be expected to materially adversely affect, the extension of credit by banks or other lending institutions;

- a commencement of a war or other national or international calamity directly or indirectly involving the United States, which would reasonably be expected to affect materially or adversely, or to delay materially, the completion of the exchange offer; or

- if any of the situations described above existed at the time of commencement of the exchange offer and that situation deteriorates materially after commencement of the exchange offer.

• any tender or exchange offer, other than this exchange offer by us, with respect to some or all of our outstanding common stock or any merger, acquisition or other business combination proposal involving us shall have been proposed, announced or made by any person or entity;

-41-

• any event or events occur that have resulted or may result, in our reasonable judgment, in a material adverse change in our business or financial condition; or

• as the term “group” is used in Section 13(d)(3) of the Exchange Act:

- any person, entity or group acquires more than 5% of our outstanding shares of common stock, other than a person, entity or group which had publicly disclosed such ownership with the SEC prior to the date of commencement of the exchange offer;

- any such person, entity or group which had publicly disclosed such ownership prior to such date shall acquire additional common stock constituting more than 2% of our outstanding shares;

- any new group shall have formed that beneficially owns more than 5% of our outstanding shares of common stock that in our judgment in any such case, and regardless of the circumstances, makes it inadvisable to proceed with the exchange offer or with such acceptance for exchange of existing notes;

• any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939;

• any governmental approval or approval by holders of the original notes has not been obtained if we, in our reasonable judgment, deem this approval necessary for the consummation of the exchange offer; or

• there occurs a change in the current interpretation by the Staff of the SEC which permits the exchange notes to be issued in the exchange offer to be offered for resale, resold and otherwise transferred by the holders of the exchange notes, other than broker-dealers and any holder which is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes acquired in the exchange offer are acquired in the ordinary course of that holder’s business and that holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes to be issued in the exchange offer.

     If any of the above events occur, we may:

• terminate the exchange offer and promptly return all tendered original notes to tendering holders;

• complete and/or extend the exchange offer and, subject to your withdrawal rights, retain all tendered original notes until the extended exchange offer expires;

• amend the terms of the exchange offer; or

• waive any unsatisfied condition and, subject to any requirement to extend the period of time during which the exchange offer is open, complete the exchange offer.

-42-

We may assert these conditions with respect to the exchange offer regardless of the circumstances giving rise to them. All conditions to the exchange offer, other than those dependent upon receipt of necessary government approvals, must be satisfied or waived by us before the expiration of the exchange offer. We may waive any condition in whole or in part at any time in our discretion. Our failure to exercise our rights under any of the above circumstances does not represent a waiver of these rights. Each right is an ongoing right that may be asserted at any time. Any determination by us concerning the conditions described above will be final and binding upon all parties.

     If a waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that we will distribute to the registered holders of the original notes, and we will extend the exchange offer for a period of five to ten business days, as required by applicable law, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

Procedures for Tendering

     To effectively tender original notes by book-entry transfer to the account maintained by the exchange agent at DTC, holders of original notes must request a DTC participant to, on their behalf, in lieu of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance through DTC’s Automated Tender Offer Program (“ATOP”). DTC will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An “agent’s message” is a message transmitted by DTC to, and received by, the exchange agent and forming a part of the Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the DTC participant tendering original notes on behalf of the holder of such original notes that such DTC participant has received and agrees to be bound by the terms and conditions of the exchange offer as set forth in this prospectus and the related letter of transmittal and that we may enforce such agreement against such participant. A timely confirmation of a book-entry transfer of the original notes into the exchange agent’s account at DTC (a “Book-Entry Confirmation”), pursuant to the book-entry transfer procedures described below, as well as an agent’s message pursuant to DTC’s ATOP system must be mailed or delivered to the exchange agent on or prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer.

     To effectively tender any original notes held in physical form, a holder of the original notes must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal, and mail or otherwise deliver such letter of transmittal or a facsimile thereof, together with the certificates representing such original notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

     Holders of original notes whose certificates for original notes are not lost but are not immediately available or who cannot deliver their certificates and all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date, or who cannot complete the procedures for book-entry transfer on or prior to the expiration date, may tender their original notes according to the guaranteed delivery procedures set forth in “—Guaranteed Delivery Procedures” below.

     The method of delivery of the letter of transmittal, any required signature guarantees, the original notes and all other required documents, including delivery of original notes through DTC, and transmission of an agent’s message through DTC’s ATOP system, is at the election and risk of the tendering holders, and the delivery will be deemed made only when actually received or confirmed by the exchange agent. If original

-43-

notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date, as desired, to permit delivery to the exchange agent prior to 5:00 p.m. on the expiration date. Holders tendering original notes through DTC’s ATOP system must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such respective date.

     No original notes, agent’s messages, letters of transmittal or other required documents should be sent to us. Delivery of all original notes, agent’s messages, letters of transmittal and other documents must be made to the exchange agent. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

     The tender by a holder of original notes, including pursuant to the delivery of an agent’s message through DTC’s ATOP system, will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

     Holders of original notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee who wish to tender must contact such registered holder promptly and instruct such registered holder how to act on such non-registered holder’s behalf.

     Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (each an “eligible institution”) unless the original notes tendered pursuant to the letter of transmittal or a notice of withdrawal are tendered:

• by a registered holder of original notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

• for the account of an eligible institution.

     If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal.

     If the letter of transmittal is signed by a person other than the registered holder, the original notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holders’ name appears on the original notes.

     All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered original notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all original notes not validly tendered or any original notes which, if accepted, would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular original notes. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine. Although we intend to notify you of defects or

-44-

irregularities with respect to tenders of original notes, none of us, the exchange agent, or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of original notes, nor shall any of them incur any liability for failure to give such notification. Tenders of original notes will not be deemed to have been made until such irregularities have been cured or waived. Any original notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date of the exchange offer.

     Although we have no present plan to acquire any original notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any original notes that are not tendered in the exchange offer, we reserve the right, in our sole discretion, to purchase or make offers for any original notes after the expiration date of the exchange offer, from time to time, through open market or privately negotiated transactions, one or more additional exchange or tender offers, or otherwise, as permitted by law, the indenture and our other debt agreements. Following consummation of this exchange offer, the terms of any such purchases or offers could differ materially from the terms of this exchange offer.

     By tendering, each holder will represent to us that, among other things:

• it is not an affiliate of ours;

• the person acquiring the exchange notes in the exchange offer is obtaining them in the ordinary course of its business, whether or not such person is the holder, and

• neither the holder nor such other person has any arrangement or understanding with any person to participate in the distribution of the exchange notes issued in the exchange offer.

     If any holder or any such other person is an “affiliate,” as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of exchange notes to be acquired in the exchange offer, that holder or any such other person:

• may not rely on the applicable interpretations of the staff of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

     Each broker-dealer who acquired its original notes as a result of market-making activities or other trading activities, and thereafter receives exchange notes issued for its own account in the exchange offer, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes Issued in the Exchange Offer

     Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and will issue exchange notes registered under

-45-

the Securities Act. For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter. See “—Conditions to the Exchange Offer” for a discussion of the conditions that must be satisfied before we accept any original notes for exchange.

     For each original note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to that of the surrendered original note. As a result, registered holders of exchange notes issued in the exchange offer on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid on the original notes, from December 23, 2002. Original notes that we accept for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Under the registration rights agreement, we may be required to make additional payments in the form of additional interest to the holders of the original notes under circumstances relating to the timing of the exchange offer.

     In all cases, we will issue exchange notes in the exchange offer for original notes that are accepted for exchange only after the exchange agent timely receives:

• certificates for such original notes or a book-entry confirmation of such original notes into the exchange agent’s account at DTC or certificates for such original notes;

• an agent’s message or a properly completed and duly executed letter of transmittal; and/or

• any other required documents.

     If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered original notes, or if a holder submits original notes for a greater principal amount than the holder desires to exchange or a holder withdraws original notes, we will return such unaccepted, non-exchanged or withdrawn original note without cost to the tendering holder. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC, such non-exchanged original notes will be credited to an account maintained with DTC. We will return the original notes or have them credited to the DTC account as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

     The exchange agent will establish an account with respect to the original notes at DTC for purposes of this exchange offer. Any financial institution that is a participant in DTC’s ATOP systems may use DTC’s ATOP procedures to tender original notes. Such participant may make a book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. However, although delivery of original notes may be effected through a book-entry transfer at DTC, the letter of transmittal, or facsimile thereof, with any required signature guarantees, or an agent’s message pursuant to the ATOP procedures and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth in this prospectus on or prior to the expiration date of the exchange offer, or the guaranteed delivery procedures described below must be complied with. Delivery of documents to DTC will not constitute valid delivery to the exchange agent.

-46-

Guaranteed Delivery Procedures

     If your certificates for original notes are not lost but are not immediately available or you cannot deliver your certificates and any other required documents to the exchange agent on or prior to the expiration date, or you cannot complete the procedures for book-entry transfer on or prior to the expiration date, you may nevertheless effect a tender of your original notes if:

• the tender is made through an eligible institution;

• prior to the expiration date of the exchange offer, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible institution a validly completed and duly executed notice of guaranteed delivery, substantially in the form provided with this prospectus, or an agent’s message with respect to guaranteed delivery which:

• sets forth your name and address and the amount of your original notes tendered;

• states that the tender is being made thereby; and

• guarantees that within three NYSE trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered original notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the certificates for all physically tendered original notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

     Tenders of original notes may be properly withdrawn at any time prior 5:00 p.m., New York City time, on the expiration date of the exchange offer.

     For a withdrawal of a tender to be effective, a written notice of withdrawal delivered by hand, overnight by courier or by mail, or a manually signed facsimile transmission, or a properly transmitted “Request Message” through DTC’s ATOP system, must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any such notice of withdrawal must:

• specify the name of the person that tendered the original notes to be properly withdrawn;

• identify the original notes to be properly withdrawn, including the principal amount of such original notes;

• in the case of original notes tendered by book-entry transfer, specify the number of the account at DTC from which the original notes were tendered and specify the name and number of the account at DTC to be credited with the properly withdrawn original notes and otherwise comply with the procedures of such facility;

-47-

• contain a statement that such holder is withdrawing its election to have such original notes exchanged for exchange notes;

• other than a notice transmitted through DTC’s ATOP system, be signed by the holder in the same manner as the original signature on the letter of transmittal by which such original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of such original notes in the name of the person withdrawing the tender; and

• specify the name in which such original notes are registered, if different from the person who tendered such original notes.

     All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, and our determination shall be final and binding on all parties. Any original notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of this exchange offer. No exchange notes will be issued with respect to any withdrawn original notes unless the original notes so withdrawn are later tendered in a valid fashion. Any original notes that have been tendered for exchange but are not exchanged for any reason will be returned to the tendering holder thereof without cost to such holder, or, in the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, such original notes will be credited to an account maintained with DTC for the original notes as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following the procedures described above at any time on or prior to the expiration date of the exchange offer.

Exchange Agent

     U.S. Bank National Association (as successor to State Street Bank & Trust Company of California, N.A.), has been appointed as exchange agent for this exchange offer. Letters of transmittal, agent’s message or request messages through DTC’s ATOP system, notices of guaranteed delivery and all correspondence in connection with this exchange offer should be sent or delivered by each holder of original notes or a beneficial owner’s broker, dealer, commercial bank, trust company or other nominee to the exchange agent at the following address: U.S. Bank National Association, Corporate Trust Services, 180 East Fifth Street, St. Paul, MN 55101, Attention: Paula Oswald, telephone: (213) 362-7338, facsimile: (213) 362-7357. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. Delivery or facsimile to a party other than the exchange agent will not constitute valid delivery.

Fees and Expenses

     The expenses of soliciting tenders pursuant to this exchange offer will be paid by us.

     Except as described above, we will not make any payments to brokers, dealers or other persons soliciting acceptances of this exchange offer. We will, however, pay the reasonable and customary fees and out-of-pocket expenses of the exchange agent, the trustee, and legal, accounting, and related fees and expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses incurred in forwarding copies of this prospectus and related documents to the beneficial owners of the original notes, and in handling or forwarding tenders for exchange.

-48-

     We will also pay all transfer taxes, if any, applicable to the exchange of original notes pursuant to this exchange offer. If, however, original notes are to be issued for principal amounts not tendered or accepted for exchange in the name of any person other than the registered holder of the original notes tendered or if tendered original notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of original notes pursuant to this exchange offer, then the amount of any such transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the consent and letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

     The estimated cash expenses to be incurred in connection with the exchange offer are estimated in the aggregate to be approximately $3.2 million. These expenses include registration fees, fees and expenses of the exchange agent, accounting and legal fees, and printing costs, among others.

Consequences of Failure of Exchange Outstanding Securities

     Holders who desire to tender their original notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor us is under any duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange.

     Original notes that are not tendered or are tendered but not accepted will, following the completion of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes set forth in the indenture for the notes. Except in limited circumstances with respect to specific types of holders of original notes, we will have no further obligation to provide for the registration under the Securities Act of such original notes. In general, original notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

     We do not currently anticipate that we will take any action to register the original notes under the Securities Act or under any state securities laws. Upon completion of the exchange offer, holders of the original notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances.

     Holders of the exchange notes issued in the exchange offer and any original notes which remain outstanding after completion of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

-49-

DESCRIPTION OF NOTES

General

     You can find the definitions of certain terms used in this description under the subheading “— Certain Definitions.” In this description of notes, the words “Sanmina-SCI,” “we” and “our” refer only to Sanmina-SCI Corporation and not to any of its subsidiaries.

     We issued the original notes under an indenture, dated as of December 23, 2002 (the “indenture”), among us, the notes guarantors and U.S. Bank National Association (as successor to State Street Bank and Trust Company of California, N.A.), as trustee (the “trustee”). We will issue the exchange notes under the same indenture under which we issued the original notes, and the exchange notes will represent the same debt as the original notes for which they are exchanged.

     The indenture is governed by the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act. The registration rights agreement referred to under the caption “— Exchange Offer; Registration Rights” sets forth the rights holders of the notes have to require us to register their notes with the Securities and Exchange Commission.

     Original notes that remain outstanding after the completion of the exchange offer, together with the exchange notes, will be treated as a single class of securities under the indenture. Otherwise unqualified references herein to “notes” shall, unless the context requires otherwise, include both the original notes and the exchange notes, and all references to specified percentages in aggregate principal amount of the notes shall be deemed to mean, at any time after the exchange offer is completed, such percentage in aggregate principal amount of the original notes and the exchange notes then outstanding.

     The terms of the exchange notes will be substantially identical to the terms of the existing notes, except that the exchange notes:

• will have been registered under the Securities Act;

• will not be subject to transfer restrictions applicable to the original notes; and

• will not have the benefit of the registration rights agreement applicable to the original notes.

     We urge you to read the indenture and the registration rights agreement because they, and not this description, define your rights as a holder of the notes. Copies of the indenture and the registration rights agreement are available upon request to us at the address indicated under “Available Information.”

Principal, Maturity and Interest

     Sanmina-SCI issued $750 million aggregate principal amount of notes and, subject to compliance with the limitations described under “— Certain Covenants—Limitation on Debt,” Sanmina-SCI may issue an unlimited amount of additional notes at later dates under the indenture (the “additional notes”). Sanmina-SCI can issue the additional notes as part of the same series or as an additional series. Any additional notes that Sanmina-SCI issues in the future will be identical in all respects to the notes that it is issuing now, except that notes issued in the future will have different issuance prices and issuance dates. Sanmina-SCI will issue the

-50-

notes only in fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000.

     The notes will mature on January 15, 2010.

     Interest on the notes accrues at a rate of 10.375% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2003. Sanmina-SCI will pay interest to those persons who were holders of record of the notes on the January 1 or July 1 immediately preceding each interest payment date.

     Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

     The interest rate on the notes will increase under certain circumstances. You should refer to the description under the heading “— Exchange Offer; Registration Rights” for a more detailed description of the circumstances under which the interest rate on the notes will increase. Any interest payable as a result of any such increase in the interest rate is referred to as “special interest.”

Optional Redemption at Specified Prices

     Except as set forth below and as described under “— Optional Redemption with Net Proceeds from an Equity Offering,” the notes will not be redeemable at the option of Sanmina-SCI prior to January 15, 2007. Starting on that date, Sanmina-SCI may redeem all or any portion of the notes, at once or over time, after giving the required notice under the indenture.

     The notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, including special interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following redemption prices are for the notes redeemed during the 12-month period commencing on January 15 of the years set forth below, and are expressed as percentages of principal amount:

Year	Redemption Price
2007		105.188	%
2008		102.594	%
2009 and thereafter		100.000	%

     At any time prior to January 15, 2007, Sanmina-SCI may redeem all or any portion of the notes at once or over time, after giving the required notice under the indenture, at a redemption price equal to the sum of:

(a)	the principal amount of the notes to be redeemed, plus
(b)	accrued and unpaid interest and special interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), plus
(c)	the Make-Whole Premium.

-51-

     Any notice to holders of the notes of such a redemption shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the trustee no later than two business days prior to the redemption date.

Optional Redemption with Net Proceeds from an Equity Offering

     In addition, at any time and from time to time, prior to January 15, 2006, Sanmina-SCI may redeem up to a maximum of 35% of the aggregate principal amount of the notes (including any additional notes) in an amount not to exceed the amount of the net proceeds of one or more Equity Offerings at a redemption price equal to 110.375% of the principal amount of the notes, plus accrued and unpaid interest thereon, including special interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the notes (including any additional notes, but excluding notes held by Sanmina-SCI and its Subsidiaries) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not fewer than 30 nor more than 60 days prior notice.

Ranking

Ranking of the Notes

     The notes:

• are senior debt of Sanmina-SCI;

• have a security interest in the Collateral securing the notes second to the right of all senior secured debt of Sanmina-SCI having a first priority security interest in the Collateral securing the notes;

• have a prior interest in the Collateral ahead of all senior unsecured debt of Sanmina-SCI so long as the notes remain secured;

• are equal in right of payment to all senior secured debt of Sanmina-SCI permitted under the indenture and the Intercreditor Agreement to be secured by a second priority security interest in the Collateral securing the notes so long as the notes remain secured; and

• are senior in right of payment to all subordinated debt of Sanmina-SCI.

     The notes are designated senior debt for purposes of the Convertible Debentures.

Ranking of the Notes Guarantees

     Each notes guarantee:

• is senior debt of each notes guarantor;

-52-

• has a security interest in the Collateral of such notes guarantor securing such notes guaranty second to the right of all senior unsecured debt of such notes guarantor having a first priority security interest in the Collateral securing such notes guaranty;

• has a prior interest in the Collateral of such notes guarantor ahead of all senior unsecured debt of such notes guarantor so long as such notes guaranty remains secured;

• is equal in right of payment to all senior secured debt of such notes guarantor permitted under the indenture and the Intercreditor Agreement to be secured by a second priority security interest in the Collateral of such notes guarantor securing such notes guaranty so long as such notes guaranty remains secured; and

• is senior in right of payment to all subordinated debt of such notes guarantor.

     The notes guaranty by SCI Systems, Inc. is designated senior debt for purpose of the 3% Convertible Subordinated Notes due 2007 issued by SCI Systems, Inc.

     As of December 28, 2002, Sanmina-SCI’s total outstanding consolidated debt was approximately $2.5 billion, of which approximately $1.0 billion was senior debt of Sanmina-SCI and the notes guarantors and approximately $1.4 billion was subordinated debt of Sanmina-SCI and the notes guarantors. Approximately $1.0 billion of the senior debt of Sanmina-SCI and the notes guarantors was secured debt.

     A significant portion of the operations of Sanmina-SCI are conducted through its subsidiaries. Therefore, Sanmina-SCI’s ability to service its debt, including the notes is primarily dependent upon the earnings of its subsidiaries and their ability to distribute those earnings as dividends, loans or other payments to Sanmina-SCI. If their ability to make these distributions were restricted, by law or otherwise, then Sanmina-SCI would not be able to use the cash flow of its subsidiaries to make payments on the notes.

     Sanmina-SCI only has a stockholder’s claim on the assets of its subsidiaries. This stockholder’s claim is junior to the claims that creditors (including trade creditors) of Sanmina-SCI’s subsidiaries have against those subsidiaries. Holders of the notes are only creditors of Sanmina-SCI and those of Sanmina-SCI’s subsidiaries that are notes guarantors. In the case of Sanmina-SCI’s subsidiaries that are not notes guarantors, all the existing and future liabilities of such subsidiaries, including any claims of trade creditors and preferred stockholders, are effectively senior to the notes. The liabilities, including contingent liabilities, of Sanmina-SCI’s subsidiaries that are not notes guarantors may be significant. As of December 28, 2002, the total balance sheet liabilities of Sanmina-SCI’s subsidiaries that are not notes guarantors (including trade creditors but excluding intercompany obligations to Sanmina-SCI and its subsidiaries) was $1.1 billion. You should refer to the Notes to the Consolidated Financial Statements and the Notes to the Unaudited Condensed Consolidated Financial Statements included in the prospectus for additional financial information with respect to the notes guarantors and Sanmina-SCI’s subsidiaries that are not notes guarantors.

     Although the indenture contains limitations on the amount of additional Debt that Sanmina-SCI and the Restricted Subsidiaries may Incur, the amounts of such Debt could nevertheless be substantial. See “— Certain Covenants—Limitation on Debt.”

-53-

Security

     The notes and the notes guarantees are secured on a second priority basis (subject to Permitted Liens) by the Collateral. Such second priority interest is second to all senior secured debt of Sanmina-SCI and the notes guarantors having a first priority lien on the Collateral. See the section entitled “Description of the Collateral and Intercreditor Arrangements” for descriptions of the Collateral, when certain of the Collateral may be released and how the Security Documents may be amended, among other things.

Intercreditor Arrangement

     The indenture authorizes the Second Lien Collateral Agent to enter into an Intercreditor Agreement with the First Lien Collateral Agent and the Second Lien Collateral Agent entered into the Intercreditor Agreement on December 23, 2002. All the rights of the holders of the notes against the Collateral are subject to the terms and provisions of such Intercreditor Agreement, as more fully described in “Description of the Collateral and Intercreditor Arrangements.”

Notes Guarantees

     All obligations of Sanmina-SCI under the indenture are fully and unconditionally Guaranteed, jointly and severally, on a senior, secured basis, by each notes guarantor.

     Restricted Subsidiaries that are special purpose entities established solely in connection with a Receivables Program or in connection with any Synthetic Lease of the Office Campus will not be notes guarantors and the Property of these entities (and Capital Stock of such entities owned by Sanmina-SCI and any Restricted Subsidiary) shall not be Collateral.

     As of December 28, 2002, the subsidiaries of Sanmina-SCI that are not notes guarantors had:

• assets (excluding intercompany receivables from and investments in Sanmina-SCI and its subsidiaries) of $4.0 billion, representing approximately 50.5% of Sanmina-SCI’s consolidated total assets as of December 28, 2002; and

• net sales of $1.5 billion, representing approximately 60.4% of Sanmina-SCI’s consolidated net sales of $2.5 billion for the first fiscal quarter ending December 28, 2002.

     A notes guarantee will be released:

• in connection with any sale or other disposition of all or substantially all of the assets or all of the Capital Stock of that notes guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Domestic Restricted Subsidiary of Sanmina-SCI, if such sale or other disposition is in compliance with the covenant described in “— Certain Covenants—Limitation on Asset Sales”;

• upon the designation of such Guarantor as an Unrestricted Subsidiary, in accordance with the terms of the indenture;

• upon the delivery by Sanmina-SCI to the trustee of an Officers’ Certificate certifying that the net book value of the assets of such notes guarantor is equal to or less than $1.0 million; or

-54-

• upon the release of a notes guarantor from its Guarantee under the New Credit Facility; provided that such release is not given in connection with a repayment of the First Lien Obligations.

     Under certain circumstances, bankruptcy “fraudulent conveyance” laws or other similar laws could invalidate the notes guarantees. If this were to occur, Sanmina-SCI would also be unable to access the assets of the notes guarantors to service the notes to the extent such notes guarantors were restricted from distributing funds to Sanmina-SCI.

Sinking Fund

     There is no mandatory sinking fund payments for the notes.

Repurchase at the Option of Holders Upon a Change of Control

     Upon the occurrence of a change of control, each holder of notes shall have the right to require Sanmina-SCI to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such holder’s notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest, including special interest on the notes to be repurchased, if any, to, but excluding, the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

     Within 30 days following any change of control, Sanmina-SCI shall send, by first-class mail, with a copy to the trustee, to each holder of notes, at such holder’s address appearing in the security register, a notice stating:

(1)	that a change of control has occurred and a Change of Control Offer is being made pursuant to the covenant described under “Repurchase at the Option of Holders Upon a Change of Control” and that all notes timely tendered will be accepted for payment;
(2)	the purchase price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
(3)	the circumstances giving rise to the change of control; and
(4)	the procedures that holders of notes must follow in order to tender their notes (or portions thereof) for payment, and the procedures that holders of notes must follow in order to withdraw an election to tender notes (or portions thereof) for payment.

     Sanmina-SCI will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations or rules of any securities exchange on which the notes may be listed in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or rules of such security exchange conflict with the provisions of this covenant, Sanmina-SCI, to the extent applicable, will comply with the applicable securities laws and regulations or rules of such security exchange and will not be deemed to have breached its obligations under this covenant by virtue of such compliance.

-55-

     The change of control repurchase feature is a result of negotiations between Sanmina-SCI and the initial purchasers. Neither management nor Sanmina-SCI’s Board of Directors has any present intention to engage in a transaction involving a change of control, although it is possible that Sanmina-SCI would decide to do so in the future. Sanmina-SCI could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a change of control under the indenture, but that could increase the amount of Debt outstanding at such time or otherwise affect Sanmina-SCI’s capital structure or credit ratings.

     The definition of change of control includes a phrase relating to the sale, transfer, assignment, lease, conveyance or other disposition of “all or substantially all” of the assets of Sanmina-SCI and the Restricted Subsidiaries, considered as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no established definition of the phrase under applicable law. Accordingly, if Sanmina-SCI disposes of less than all its assets by any of the means described above, the ability of a holder of notes to require Sanmina-SCI to repurchase its notes may be uncertain. In such a case, holders of the notes may not be able to resolve this uncertainty without resorting to legal action.

     The New Credit Facility provides that the occurrence of certain of the events that would constitute a change of control would constitute a default under that debt. Debt incurred by Sanmina-SCI in the future may contain prohibitions of certain events which would constitute a change of control or require such debt to be repurchased upon a change of control. Moreover, the exercise by holders of notes of their right to require Sanmina-SCI to repurchase the notes could cause a default under existing or future debt of Sanmina-SCI, even if the change of control itself does not, due to the financial effect of such repurchase on Sanmina-SCI. Finally, Sanmina-SCI’s ability to pay cash to holders of the notes upon a repurchase may be limited by Sanmina-SCI’s financial resources at such time. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

     Sanmina-SCI’s failure to purchase the notes in connection with a change of control would result in a default under the indenture. Such a default would, in turn, constitute a default under existing debt of Sanmina-SCI, and may constitute a default under future debt as well. Sanmina-SCI’s obligation to make an offer to repurchase the notes as a result of a change of control may be waived or modified at any time prior to the occurrence of such change of control with the written consent of the holders of a majority in principal amount of the notes. See “— Amendments and Waivers.”

Certain Covenants

     The indenture contains covenants, including, among others, the following:

Limitation on Debt

     Sanmina-SCI shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt (including Acquired Debt) unless, after giving effect to the application of the proceeds thereof, either:

(1)	such Debt is Debt of Sanmina-SCI or a Restricted Subsidiary and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.0 to 1.0; or
(2)	such Debt is Permitted Debt.

-56-

     The term “Permitted Debt” is defined to include the following:

(a)	Debt of Sanmina-SCI evidenced by the original notes and the exchange notes issued in exchange for such original notes and in exchange for any additional notes;
(b)	Debt of Sanmina-SCI or a Restricted Subsidiary under any Credit Facilities, provided that on the date of Incurrence the aggregate principal amount of the Debt to be Incurred plus all Debt previously issued pursuant to this clause (b) which remains outstanding shall not exceed (A) the greater of (1) $540 million and (2) the Borrowing Base, less (B) the amount by which any such Debt previously Incurred under this clause (b) that has been permanently reduced by the amount of Net Available Cash used to Repay Debt and not subsequently reinvested in Additional Assets or used to purchase notes or Repay other Debt, pursuant to the covenant described under “— Limitation on Asset Sales”;
(c)	Debt of Sanmina-SCI or a Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that:

(1)

the aggregate principal amount of such Debt does not exceed the fair market value (as determined by Sanmina-SCI in good faith) on the date of the Incurrence thereof in the case of a Capital Lease Obligation and on the date of the acquisition, construction, lease, improvement or installation of the underlying asset in the case of Purchase Money Debt, of the Property acquired, constructed, leased, improved or installed, and

(2)

the aggregate principal amount of all Debt Incurred pursuant to this clause (c) at any one time outstanding (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) shall not exceed 5.0% of Consolidated Net Tangible Assets;

(d)

Debt of Sanmina-SCI owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by Sanmina-SCI or any Restricted Subsidiary; provided, however, that (i) if Sanmina-SCI is the obligor on such Debt, such Debt must be contractually subordinated in right of payment to the notes, and (ii) any subsequent issue or transfer of Capital Stock or other event that results in any such Debt being held by a Person other than Sanmina-SCI or a Restricted Subsidiary or any subsequent transfer of any such Debt (except to Sanmina-SCI or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof;

(e)

Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by Sanmina-SCI or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of Sanmina-SCI or was otherwise acquired by Sanmina-SCI), provided the aggregate principal amount (or accreted value, as applicable) of all such Debt Incurred pursuant to this clause (e) at any time outstanding shall not exceed $50.0 million.

-57-

(f)	Debt under Hedging Obligations entered into by Sanmina-SCI or a Restricted Subsidiary for the purpose of fixing, managing or hedging interest rate, commodity or currency risk in the ordinary course of the financial management of Sanmina-SCI or such Restricted Subsidiary and not for speculative purposes;
(g)	Debt in connection with one or more banker’s acceptances, letters of credit, surety or performance bonds or security deposits issued by Sanmina-SCI or a Restricted Subsidiary in the ordinary course of business and for purposes customary in Sanmina-SCI’s industry;
(h)	Debt of Sanmina-SCI or a Restricted Subsidiary outstanding on the Issue Date, other than Debt under the New Credit Facility;
(i)	Debt of Sanmina-SCI or a Restricted Subsidiary in an aggregate principal amount (or accreted value or liquidation preference, as applicable) outstanding at any one time and Incurred pursuant to this clause (i) not to exceed $75.0 million;
(j)	in addition to the Debt that may be incurred under clause (b) of this paragraph, the Incurrence of Debt by one or more Foreign Restricted Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed 10.0% of Consolidated Tangible Foreign Assets, provided that;

(1)	no Default or Event of Default shall have occurred or be continuing or would be caused by such Incurrence of Debt, and
(2)	such Debt shall be used solely:

(i)	to fund the working capital or used for general corporate purposes of such Foreign Restricted Subsidiary; or
(ii)	to pay dividends or any other distributions on or in respect of its Capital Stock or pay any Debt or other obligation owed, or make any loans or advances, to Sanmina-SCI or any other Restricted Subsidiary.

(k)	the Guarantee by Sanmina-SCI of Debt of a Restricted Subsidiary or the Guarantee (given substantially concurrent with the Incurrence of Debt being Guaranteed) by a Restricted Subsidiary of Debt of Sanmina-SCI or any other Restricted Subsidiary of Sanmina-SCI, in each case with respect to Debt that is permitted to be Incurred by another provision of this covenant;
(l)	Debt incurred by Sanmina-SCI or a Restricted Subsidiary not to exceed $50.0 million and that is secured by a mortgage on the Office Campus;
(m)	Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and clauses (a), (c), (e), (h), (j) and (l) of this paragraph and this clause (m).

     Notwithstanding anything to the contrary contained in this covenant, any increase in the amount of Debt solely by reason of currency fluctuation shall not be considered an Incurrence of Debt for purposes of this covenant. For purposes of determining compliance with this covenant, the U.S. dollar-equivalent

-58-

principal amount of Debt denominated in any currency other than U.S. dollars shall be calculated based on the relevant currency exchange rate in effect as of the date such Debt is Incurred; provided, that the amount of any Permitted Refinancing Debt denominated in the same currency as the Debt being Refinanced thereby shall be calculated based on the relevant exchange rate in effect as of the date of the Incurrence of the Debt being so Refinanced.

     The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Debt in the form of additional Debt with the same terms, the accumulation of dividends on Disqualified Stock or Preferred Stock of Restricted Subsidiaries (to the extent not paid) and the payment of dividends on Disqualified Stock or Preferred Stock of Restricted Subsidiaries in the form of additional shares of the same class of Disqualified Stock or Preferred Stock of Restricted Subsidiaries will not be deemed to be an Incurrence of Debt or an issuance of Disqualified Stock for purposes of this covenant; provided that, in each case, the amount thereof shall be included in Consolidated Interest Expense of Sanmina-SCI as accrued.

     For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (m) of the definition of Permitted Debt or is entitled to be incurred pursuant to clause (1) of the first paragraph of this covenant, Sanmina-SCI shall, in its sole discretion, classify or reclassify such item of Debt (or any part thereof), in any manner that complies with this covenant, and such item of Debt will be treated as having been Incurred pursuant to one or more of such categories of Permitted Debt or pursuant to clause (1) of the first paragraph of this covenant. For purposes of determining any particular amount of Debt under this covenant, Guarantees, Liens or obligations, in each case, in support of letters of credit supporting Debt shall not be included to the extent such letters of credit are included in the amount of Debt.

Limitation on Restricted Payments

     Sanmina-SCI shall not make, and shall not permit any Restricted Subsidiary to make, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment:

(a)	a Default or Event of Default shall have occurred and be continuing,
(b)	Sanmina-SCI could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt”, or
(c)	the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value on the date made) would exceed an amount equal to the sum of:

(1)

50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter for which financial statements have been made publicly available at the time of such Restricted Payment (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, less 100% of such deficit), plus

(2)

100% of the Capital Stock Sale Proceeds, plus

-59-

(3) 100% of the aggregate net cash proceeds received by Sanmina-SCI or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of Sanmina-SCI, excluding:

(x)	any such Debt issued or sold to Sanmina-SCI or a Subsidiary of Sanmina-SCI or an employee stock ownership plan or trust established by Sanmina-SCI or any such Subsidiary for the benefit of their respective employees, and
(y)	the aggregate amount of any cash or other Property distributed by Sanmina-SCI or any Restricted Subsidiary upon any such conversion or exchange,

plus

(4) an amount equal to the sum of:

(A) in the case of the net reduction in Investments (which Investments constituted a Restricted Payment when made) in any Person other than Sanmina-SCI or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property, in each case to Sanmina-SCI or any Restricted Subsidiary from such Person, or from the sale or other disposition of any such Investment to any Person other than Sanmina-SCI or a Restricted Subsidiary, the lesser of:

(i)	the cash return of capital with respect to such Investment; and
(ii)	the aggregate value of such Investment;

in either case, less the cost of the disposition of such Investment, plus

(B) the portion (proportionate to Sanmina-SCI’s equity interest in an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;

provided, however, that no amount will be included under this clause (4) to the extent already included in the calculation of Consolidated Net Income;

plus

(5) $25.0 million;

     Notwithstanding the foregoing limitation, Sanmina-SCI or any Restricted Subsidiary may:

(a) pay dividends on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends could have been paid in compliance with the indenture; provided, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

-60-

(b) purchase, repurchase, redeem, defease, acquire or retire for value Capital Stock or Subordinated Debt of Sanmina-SCI or any Restricted Subsidiary in exchange for, upon conversion of or out of the proceeds of the substantially concurrent sale of, Capital Stock of Sanmina-SCI whether contemporaneously or in the future (other than Disqualified Stock that is not Permitted Refinancing Debt and other than Capital Stock issued or sold to a Restricted Subsidiary of Sanmina-SCI or an employee stock ownership plan or trust established by Sanmina-SCI or any such Subsidiary for the benefit of their employees) or any Permitted Refinancing Debt; provided, however, that

(1)	such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments, and
(2)	the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(2) of the first paragraph of this covenant; and

(c)	purchase, repurchase, redeem, defease, acquire or retire for value any Subordinated Debt in exchange for, or out of the proceeds of the sale of, Permitted Refinancing Debt;
(d)	so long as no Default or Event of Default has occurred and is continuing, purchase, repurchase, redeem, defease, acquire or retire for value Capital Stock of Sanmina-SCI or any Subsidiary of Sanmina-SCI from any officer, director, employee or consultant of Sanmina-SCI or its Restricted Subsidiaries in an aggregate amount not to exceed $10.0 million per year;
(e)	extend loans to employees, officers and directors of Sanmina-SCI and its Restricted Subsidiaries in compliance with applicable laws that do not to exceed $5.0 million in the aggregate at any one time outstanding;
(f)	acquire the Capital Stock of Sanmina-SCI in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or in connection with the satisfaction of withholding tax obligations;
(g)	in connection with an acquisition by Sanmina-SCI or by any of its Restricted Subsidiaries, receive or accept the return to Sanmina-SCI or any of its Restricted Subsidiaries of Capital Stock of Sanmina-SCI or any of its Restricted Subsidiaries constituting a portion of the purchase price consideration in settlement of indemnification claims;
(h)	purchase fractional shares of the Capital Stock of Sanmina-SCI arising out of stock dividends, splits or combinations or business combinations;
(i)	effect a Convertible Debentures Repurchase, provided that on a pro forma basis, after giving effect to such Convertible Debentures Repurchase, the Liquidity of Sanmina-SCI and its Restricted Subsidiaries shall equal or exceed $500 million;
(j)	honor any conversion request by a holder of any convertible Debt of Sanmina-SCI or its Restricted Subsidiaries and make cash payments in lieu of fractional shares in connection with any conversion of convertible Debt in accordance with the terms of any convertible Debt;

-61-

(k) make any payment on or with respect to, or repurchase, redeem, defease or acquire or retire for value, any Subordinated Debt convertible into Equity Interests (other than Disqualified Stock) of Sanmina-SCI in connection with:

(1)

an optional redemption of such convertible Subordinated Debt pursuant to the terms thereof; provided that, the current market price per share of Sanmina-SCI’s common stock (calculated based upon the average closing price as reported on the Nasdaq National Market (or any national securities exchange on which such common stock is listed) for the 30-trading day period immediately preceding the date any notice of redemption is sent or published) into which such Debt is convertible equals or exceeds 150% of the conversion price in effect for such Debt on the date of such notice; and

(2)

the payment by Sanmina-SCI of cash in lieu of any fractional shares deliverable upon conversion of any Debt in compliance with the terms of the instruments governing such Debt;

provided that any amounts paid pursuant to this clause (k) will be deducted in determining the amount of Restricted Payments permitted under clause (c) in the first paragraph of this covenant;

(l)	engage in transactions relating to tax planning strategies of Sanmina-SCI and its Restricted Subsidiaries; provided, that all such transactions are between or among Restricted Subsidiaries, Sanmina-SCI and any trustee, transfer agent or escrow agent relating to such tax planning strategies, or any combination of the foregoing parties; and
(m)	so long as no Default or Event of Default has occurred and is continuing, make Restricted Payments in an aggregate amount not to exceed $50.0 million.

     The actions described in the preceding clauses (a), (d), (e), (k) and (m) shall be Restricted Payments that shall be permitted to be made in accordance with this covenant but shall reduce the amount that would otherwise be available for Restricted Payments under clause (c) of the first paragraph of this covenant, and the actions described in the preceding clauses (b), (c), (f), (g), (h), (i), (j) and (l) shall be Restricted Payments that shall be permitted to be taken in accordance with this covenant and shall not reduce the amount that would otherwise be available for Restricted Payments under clause (c) of the first paragraph of this covenant.

Limitation on Liens

     Sanmina-SCI will not, and will not permit any Restricted Subsidiary to:

(a)

during any period other than a Suspension Period, Incur or permit to exist any Lien of any nature whatsoever, other than Permitted Liens, on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, securing any Debt; and

(b)

during any Suspension Period, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever, other than Permitted Liens, on any of its Principal Properties whether owned on the Issue Date or thereafter acquired, securing any Debt without effectively providing that the notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

-62-

     Any Lien created for the benefit of the holders of the notes pursuant to clause (b) of this covenant may provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

Limitation on Asset Sales

(a) Sanmina-SCI shall not, and shall not permit any Restricted Subsidiary to consummate any Asset Sale unless:

(1)	Sanmina-SCI or such Restricted Subsidiary receives consideration in connection with such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale;
(2)	at least 75% of the consideration received by Sanmina-SCI or such Restricted Subsidiary in connection with such Asset Sale is in the form of any one or a combination of the following: (1) cash, Cash Equivalents or Additional Assets, (2) the assumption by the purchaser of liabilities of Sanmina-SCI or any Restricted Subsidiary in the amounts as shown on the latest consolidated balance sheet on which such liability appears (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or the applicable notes guarantee, as the case may be,) as a result of which Sanmina-SCI and the Restricted Subsidiaries are no longer obligated with respect to such liabilities, (3) securities, notes or other obligations received by Sanmina-SCI or such Restricted Subsidiary to the extent such securities, notes or other obligations are converted by Sanmina-SCI or such Restricted Subsidiary into cash, Cash Equivalents or Additional Assets within 90 days of such Asset Sale, and (4) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale if Sanmina-SCI and all of its Restricted Subsidiaries immediately are released from all Guarantees, if any, of payments or other obligations with respect to such Debt and such Debt is no longer the liability of Sanmina-SCI or any of its Restricted Subsidiaries; and
(3)	in connection with any Asset Sale for consideration with a value in excess of $50.0 million, Sanmina-SCI delivers an Officers’ Certificate to the trustee certifying that such Asset Sale complies with clauses (1) and (2) of this paragraph (a).

(b) The Net Available Cash (or any portion thereof) from Asset Sales may be applied by Sanmina-SCI or a Restricted Subsidiary, to the extent Sanmina-SCI or such Restricted Subsidiary elects (or is required by the terms of any Debt):

(1)

to Repay Senior Debt of Sanmina-SCI or any notes guarantor (excluding, in either case, any Debt owed to Sanmina-SCI or an Affiliate of Sanmina-SCI); or

(2)

to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by Sanmina-SCI or another Restricted Subsidiary) provided that, if the assets that were the subject of such Asset Sale constituted Collateral, then the Additional Assets reinvested with the Net Available Cash from the sale of such Collateral shall be assets that constitute Collateral and shall be pledged at the time of their acquisition to the Second Lien

-63-

Collateral Agent as Collateral or otherwise become Collateral in accordance with the terms of the Security Documents; provided further that such Additional Assets need not be so pledged or otherwise become Collateral if the Security Period has expired.

     Any Net Available Cash from an Asset Sale not used in accordance with the paragraph (b) above within 365 days from the date of the receipt of such Net Available Cash shall constitute “Excess Proceeds.” Pending application of any such Net Available Cash within such 365-day period, Sanmina-SCI may temporarily reduce any revolving borrowings that constitute Senior Debt.

     When the aggregate amount of Excess Proceeds exceeds $25.0 million, Sanmina-SCI will be required to make an offer to repurchase the notes (the “Prepayment Offer”), which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest $1,000), on a pro rata basis according to principal amount at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest, including special interest, if any, to, but excluding, the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indenture.

     To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of notes have been given the opportunity to tender their notes for purchase in accordance with the indenture, Sanmina-SCI or such Restricted Subsidiary may use such remaining amount for any purpose permitted by the indenture and the amount of Excess Proceeds will be reset to zero.

     The term “Allocable Excess Proceeds” will mean the product of:

(a)	the Excess Proceeds and
(b)	a fraction,

(1)

the numerator of which is the aggregate principal amount of the notes outstanding on the date of the Prepayment Offer, and

(2)

the denominator of which is the sum of the aggregate principal amount of the notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of Sanmina-SCI outstanding on the date of the Prepayment Offer that is pari passu in right of payment with the notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this covenant and requiring Sanmina-SCI to make an offer to purchase such Debt at substantially the same time as the Prepayment Offer.

     Within five business days after Sanmina-SCI is obligated to make a Prepayment Offer as described in the preceding paragraph, Sanmina-SCI shall send a written notice, by first-class mail, to the holders of notes, accompanied by such information regarding Sanmina-SCI and its Subsidiaries as Sanmina-SCI in good faith believes will enable such holders to make an informed decision with respect to such Prepayment Offer. Such notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed.

-64-

     Sanmina-SCI will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations and any applicable rules of any securities exchange on which the notes may be listed in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations or the rules of any securities exchange conflict with provisions of this covenant, Sanmina-SCI will comply with the applicable securities laws and regulations or the rules of any securities exchange and will not be deemed to have breached its obligations under this covenant by virtue of such compliance.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

     Sanmina-SCI shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause any consensual restriction on the right of any Restricted Subsidiary to:

(a)	pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to Sanmina-SCI or any other Restricted Subsidiary;
(b)	make any loans or advances to Sanmina-SCI or any other Restricted Subsidiary; or
(c)	transfer any of its Property to Sanmina-SCI or any other Restricted Subsidiary.

     The foregoing limitations will not apply:

(1) with respect to clauses (a), (b) and (c) of the first paragraph of this covenant, to restrictions:

(A)	in effect on the Issue Date (and restrictions pursuant to the notes, the indenture, the notes guarantees, the Security Documents and the New Credit Facility);
(B)	imposed on a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restrictions were not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by Sanmina-SCI;
(C)	that result from the Refinancing or subsequent Refinancing of Debt Incurred pursuant to an agreement, instrument or contract referred to in subclause (A), (B), (E), (F), (H), (I), (J) or (K) of this clause (1), provided that the restrictions existing under or by reason of any such agreement, instrument or contract are not materially less favorable, taken as a whole, to the holders of notes than those under the agreement evidencing the Debt so Refinanced;
(D)	existing by virtue of, or arising under, applicable law, regulation, order, approval, license, permit or similar restriction, in each case issued or imposed by a governmental authority;
(E)	under any agreement, instrument or contract affecting Property or a Person at the time such Property or Person was acquired by Sanmina-SCI or any Restricted Subsidiary, so long as such restriction relates solely to the Property or Person so acquired and was not created in connection with or in anticipation of such acquisition;

-65-

(F)	under or in connection with any joint venture agreements, partnership agreements, stock sale agreements, asset sale agreements and other similar agreements, provided that any such agreements are entered into in the ordinary course of business and in good faith and that such restrictions are reasonably customary for such agreements;
(G)	under any customary provisions imposed by customers with respect to cash or other deposit or net worth requirements under agreements, instruments or contracts entered into in the ordinary course of business and consistent with past practices;
(H)	under any agreement entered into in connection with the Incurrence of Debt of the type described in clause (j) of the definition of “Permitted Debt”;
(I)	under any customary provisions under any agreements, instruments or contracts relating to any Receivables Program;
(J)	under any customary provisions under any agreements, instruments or contracts relating to any Synthetic Lease of the Office Campus;
(K)	under any agreement, instrument or contract relating to Debt that is permitted to be Incurred pursuant to clause (b) of the definition of “Permitted Debt” as set forth in the “— Limitation on Debt” covenant; and
(L)	under any agreement, instrument or contract entered into in connection with any transactions relating to tax-planning strategies of Sanmina-SCI and its Restricted Subsidiaries; provided, that all such transactions are between or among Restricted Subsidiaries, Sanmina-SCI and any trustee, transfer agent or escrow agent relating to such tax planning strategies, or any combination of the foregoing parties.

(2) only with respect to clause (c) of the first paragraph of this covenant to:

(A)	customary provisions restricting subletting or assignment of leases or customary provisions in licenses or other agreements that restrict assignment of such agreements or rights thereunder;
(B)	customary provisions restricting the sale or other disposition of Property contained in agreements limiting the transfer of Property pending the closing of such sale; and
(C)	restrictions on the sale or other disposition of Property acquired, constructed, improved or leased (and any additions, parts, attachments, fixtures, leasehold improvements, proceeds, improvements or accessions related thereto) in whole or in part under any agreement, instrument or contract relating to Debt permitted to be Incurred under clause (c) of the second paragraph of the covenant described under “— Limitation on Debt.”

Limitation on Transactions with Affiliates

     Sanmina-SCI shall not, and shall not permit any Restricted Subsidiary to, conduct any business or enter into any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease,

-66-

conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of Sanmina-SCI (an “Affiliate Transaction”), unless:

(a)

the terms of such Affiliate Transaction are, when viewed together with related Affiliate Transactions, if any, no less favorable to Sanmina-SCI or such Restricted Subsidiary, as the case may be, than those that reasonably could be expected to be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of Sanmina-SCI; and

(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, Sanmina-SCI delivers to the trustee either a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, or an opinion as to the fairness to Sanmina-SCI of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

     Notwithstanding the foregoing limitation, the following shall not be Affiliate Transactions:

(a)	any transaction or series of transactions between Sanmina-SCI and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries in the ordinary course of business, provided that no more than 10% of the total voting power of the Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate of Sanmina-SCI (other than a Restricted Subsidiary);
(b)	any Restricted Payment permitted to be made pursuant to the covenant described under “— Limitation on Restricted Payments” or any Permitted Investment;
(c)	the payment of compensation (including amounts paid pursuant to employee benefit plans), performance or contribution obligations for the personal services of, the issuance, grant or award of stock options or other equity related interests to, or the granting of indemnification to, officers, directors and employees of Sanmina-SCI or any of the Restricted Subsidiaries, in the ordinary course of business;
(d)	loans and advances to directors, employees or officers made in the ordinary course of business in compliance with applicable laws and consistent with the past practices of Sanmina-SCI or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $5.0 million in the aggregate at any one time outstanding;
(e)	the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or other similar arrangement (in each case entered into in the ordinary course of business and consistent with past practice) for or with any employee, officer or director, including vacation, health, insurance, deferred compensation, retirement, savings or other similar plans;
(f)	transactions with Permitted Joint Ventures to which no other Affiliate of Sanmina-SCI or any Restricted Subsidiary is a party to such transactions; and

-67-

(g) the payment of reasonable and customary regular fees to directors of Sanmina-SCI who are not employees of Sanmina-SCI and indemnification arrangements entered into by Sanmina-SCI in the ordinary course of business.

Limitation on Sale and Leaseback Transactions

     At any time other than a Suspension Period, Sanmina-SCI shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless:

(a)	Sanmina-SCI or such Restricted Subsidiary would be entitled to Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the covenant described under “— Limitation on Debt;” and
(b)	such Sale and Leaseback Transaction is effected in compliance with the covenant described under “— Limitation on Asset Sales”.

Designation of Restricted and Unrestricted Subsidiaries

     The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default.

     If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by Sanmina-SCI and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under the covenant entitled “— Limitation on Restricted Payments” or Permitted Investments, as applicable; provided, that Investments in Persons in existence before such Person becomes a Subsidiary that were Permitted Investments or allowed under the covenant described under “— Limitation on Restricted Payments” will not be deemed to be Investments at the time such Person becomes a Subsidiary and is designated as an Unrestricted Subsidiary.

     All such outstanding Investments will be valued at their Fair Market Value at the time of such designation. A designation will be permitted only if such Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate an Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default or Event of Default.

Future Notes Guarantors

     Sanmina-SCI shall cause each Domestic Restricted Subsidiary that is not a notes guarantor and each Person that becomes a Domestic Restricted Subsidiary following the Issue Date (excluding, at Sanmina-SCI’s option, Domestic Restricted Subsidiaries that have assets with a net book value equal to or less than $1.0 million) to execute and deliver to the trustee (i) a supplemental indenture to the indenture providing for a notes guarantee at the time such Person becomes a Domestic Restricted Subsidiary or its net book value exceeds $1.0 million and (ii) during the Security Period, supplemental security documents to the Second Lien Collateral Agent, granting a security interest to the Holders in its assets.

-68-

Merger, Consolidation and Sale of Property

Sanmina-SCI

     Sanmina-SCI shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Restricted Subsidiary into Sanmina-SCI) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the Properties and assets of Sanmina-SCI and its Restricted Subsidiaries, taken as a whole, in any one transaction or series of transactions unless:

(a)	Sanmina-SCI shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than Sanmina-SCI) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;
(b)	the Surviving Person (if other than Sanmina-SCI) expressly assumes all the obligations of Sanmina-SCI under the notes, the registration rights agreement (if applicable) and the Security Documents (if applicable) by executing a supplemental indenture and other documents reasonably satisfactory to the trustee and security documents (if applicable) reasonably satisfactory to the Second Lien Collateral Agent;
(c)	after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c) and clause (d) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
(d)	immediately after giving effect to such transaction or series of transactions on a pro forma basis, (1) Sanmina-SCI or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Certain Covenants—Limitation on Debt,” and (2) the Surviving Person shall have a Consolidated Net Worth in an amount which is not less than 90% of the Consolidated Net Worth of Sanmina-SCI immediately prior to such transaction or series of transactions; and
(e)	Sanmina-SCI shall deliver, or cause to be delivered, to the trustees, in form and substance reasonably satisfactory to the trustees, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, and the new security documents, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied.

     Clause (d) above shall not apply to mergers of Sanmina-SCI into a Wholly Owned Restricted Subsidiary or into a Person solely for the purpose of effecting a change in the state of incorporation of Sanmina-SCI.

-69-

The Notes Guarantors

     A notes guarantor may not sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets in any one transaction or series of transactions to, or merge, consolidate or amalgamate with or into another Person (whether or not such notes guarantor is the Surviving Person), in either case, other than to, with or into Sanmina-SCI or another notes guarantor, unless:

(a)	immediately after giving effect to that transaction, no Default or Event of Default exists under the indenture; and
(b)	either:

(1)

the Surviving Person (if not such notes guarantor) is a Domestic Restricted Subsidiary and expressly assumes all the obligations of that notes guarantor under the indenture, the notes guarantee, the registration rights agreement (if applicable) and the Security Documents (if applicable) by executing a supplemental indenture and other documents reasonably satisfactory to the trustee and security documents (if applicable) reasonably satisfactory to the Second Lien Collateral Agent; or

(2)

such sale, transfer, assignment, lease, conveyance or other disposition or merger, consolidation or amalgamation is otherwise in compliance with the covenant described in “— Certain Covenants—Limitation on Asset Sales.”

     Upon satisfaction of the foregoing conditions, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of Sanmina-SCI under the indenture and the Security Documents (if applicable) (or of the notes guarantor under the notes guarantee, the indenture and the Security Documents (if applicable)), but the predecessor company in the case of a lease of all or substantially all of its assets, shall not be released from any of the obligations or covenants under the indenture, the Security Documents (if applicable) and the notes guarantees, as applicable, including with respect to the payment of the Notes, and in all other cases the predecessor company shall be released from all obligations and covenants under the indenture, the Security Documents (if applicable) and the notes guarantees, as applicable.

Payments for Consent

     Sanmina-SCI will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes thereunder unless such consideration is offered to be paid or is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SEC Reports

     Notwithstanding that Sanmina-SCI may not be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, Sanmina-SCI shall file with the Commission and provide the trustee and holders of notes with such annual reports and such information, documents and other reports as are specified in Sections 13(a) and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that Sanmina-SCI shall not

-70-

be so obligated to file such information, documents and reports with the Commission if the Commission does not permit such filings; provided, further, that any information accepted for filing by the SEC shall be deemed to have been provided to the holders of the notes and the trustee.

Covenants After Fall-Away Event

     Upon the occurrence of the fall-away event:

(a)	at the request of Sanmina-SCI, the Collateral shall be permanently released from the second priority lien in favor of the holders of the notes and Sanmina-SCI and the Restricted Subsidiaries will no longer be obligated to comply with any covenants relating to the Collateral as set forth in the Security Documents and the indenture.
(b)	Sanmina-SCI and its Restricted Subsidiaries will no longer be obligated to comply with the following restrictive covenants:

• “— Limitation on Debt;”

• “— Limitation on Restricted Payments;”

• “— Limitation on Asset Sales;”

• “— Limitation on Restrictions on Distributions from Restricted Subsidiaries;”

• “— Limitation on Transactions with Affiliates;”

• “— Limitation on Sale and Leaseback Transactions;”

• “— Repurchase at the Option of Holders Upon a Change of Control;” and

• “Payments for Consents,” and

• clause (d) of the first paragraph of “Merger, Consolidation and Sale of Property—Sanmina-SCI” (the covenants listed in this paragraph (b) are collectively referred to as the “Suspended Covenants”).

     Following the occurrence of a fall-away event, the notes shall continue to be Guaranteed by the notes guarantors in accordance with the indenture. In addition, Sanmina-SCI and the Restricted Subsidiaries will be obligated to comply only with certain restrictive covenants, including “Certain Covenants—Limitation on Liens”, “Certain Covenants—Future Notes Guarantors,” “Merger, Consolidation and Sale of Property” (except clause (d) of the first paragraph) and with the following restrictive covenants:

-71-

Limitation on Sales and Leasebacks After Fall-Away Event

     During a Suspension Period, Sanmina-SCI shall not, nor shall it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless:

(a)	Sanmina-SCI or such Restricted Subsidiary would be entitled to incur Debt secured by a Lien on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction without also securing the notes in compliance with the “— Certain Covenants—Limitation on Liens” covenant; or
(b)	Sanmina-SCI shall apply an amount equal to the greater of (i) the net proceeds of such sale, (ii) the fair market value of such property at the time of such sale (as determined in good faith by Sanmina-SCI) or (iii) the Attributable Debt with respect to such Sale and Leaseback Transaction within 180 days of such sale to either (or a combination of):

(1)	the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of Debt of Sanmina-SCI or a Restricted Subsidiary that has a scheduled maturity more than 12 months after its creation; or
(2)	the purchase, construction, improvement or development of other property used in a Permitted Business.

     In the event that Sanmina-SCI and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the occurrence of a fall-away event and, subsequently, one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the notes below the required investment grade ratings or a Default or Event of Default occurs and is continuing, then Sanmina-SCI and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants and the additional covenant “— Limitation on Layered Debt” set forth below, but will not be obligated to comply with the “— Limitation on Sales and Leasebacks After Fall-Away Event” covenant. Compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of the covenant described above under “— Certain Covenants—Limitation on Restricted Payments” as though such covenant had been in effect during the entire period of time from the Issue Date.

     The notes, however, will not be secured after the occurrence of the fall-away event and the release of the Collateral from the second priority lien in favor of the holders of the notes, notwithstanding subsequently, one or both of the Rating Agencies withdrawing its ratings or downgrading the ratings assigned to the notes below the required investment grade ratings or a Default or Event of Default occurring and continuing.

Limitation on Layered Debt

     After (a) a fall-away event has occurred and (b) the Collateral has been released from the second priority lien in favor of the holders of the notes, during any period other than a Suspension Period, Sanmina-SCI and the notes guarantors will not incur any Debt (including Permitted Debt, but excluding Acquired Debt that is not incurred in contemplation of or connection with any Person becoming a Restricted Subsidiary) that is contractually subordinated in right of payment to any other Debt of Sanmina-SCI or any notes guarantor unless such Debt is also contractually subordinated in right of payment to the notes at least to the same extent;

-72-

provided, however, that no Debt of Sanmina-SCI or any notes guarantor shall be deemed to be contractually subordinated in right of payment to any other Debt of Sanmina-SCI or any notes guarantor solely by reason of such other Debt being secured, being secured by a prior lien on the Collateral, being Guaranteed, having a shorter maturity of payment or being structurally senior.

Events of Default

     Events of Default in respect of the notes include:

(1)	failure to make the payment of any interest, including special interest, on the notes when the same becomes due and payable, and such failure continues for a period of 30 days;
(2)	failure to make the payment of any principal of, or premium, if any, on, any of the notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;
(3)	failure by Sanmina-SCI or its Restricted Subsidiaries to comply with the covenant described under “— Merger, Consolidation and Sale of Property”;
(4)	failure to comply with any other covenant or agreement in the notes or in the indenture (other than a failure that is the subject of the foregoing clause (1), (2) or (3)) and such failure continues for 30 days after written notice is given to Sanmina-SCI as provided below;
(5)	a default under any Debt (other than Disqualified Stock with respect to which the sole remedy for any default thereunder is a right to elect one or more additional members to the board of directors of the issuer of the Disqualified Stock) by Sanmina-SCI or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity and such defaulted payment at maturity shall not have been made, waived or extended within the applicable grace period related to any such payment default, in an aggregate amount greater than $50.0 million or its foreign currency equivalent at the time (the “cross acceleration provisions”);
(6)	failure by Sanmina-SCI or its Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary to pay final judgments for the payment of money in an aggregate amount in excess of $50.0 million (or its foreign currency equivalent at the time) that shall not be waived, satisfied or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect (the “judgment default provisions”);
(7)	certain events involving bankruptcy, insolvency or reorganization of Sanmina-SCI or its Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary (the “bankruptcy provisions”);
(8)	the Guarantees provided by the notes guarantors that individually or in the aggregate would constitute a Significant Subsidiary cease to be in full force and effect (other than in accordance with the terms of such notes guarantees) or notes guarantors that would individually or in the aggregate constitute a Significant Subsidiary deny or disaffirm their obligations under their notes guarantees (other than by reason of the release of a notes guarantor in accordance with the terms of the indenture) (the “Guarantee Provisions”);

-73-

(9)

in the event that the notes and the notes guarantees are entitled to be secured by Lien(s) on the Collateral, Sanmina-SCI or any notes guarantor fails to perfect the Lien(s) in accordance with the terms of the Security Documents; and

(10)

in the event that the notes and the notes guarantees are entitled to be secured by Lien(s) on the Collateral, (i) the Lien(s) created by the Security Documents cease(s) to constitute a valid and perfected Lien(s) on, and security interest in, the Collateral (other than in accordance with the terms of any intercreditor agreement and the indenture) in favor of the Second Lien Collateral Agent, free and clear of all other Liens (other than Permitted Liens), or any of the relevant Security Documents shall for whatever reason be terminated or cease to be in full force and effect (other than in accordance with the terms of any intercreditor agreement and the indenture), if, in either case, such default continues for 30 days after notice, or the enforceability thereof shall be contested by Sanmina-SCI.

     A Default under clause (4) is not an Event of Default under the indenture until the trustee or the holders of not less than 25% in aggregate principal amount of the notes issued pursuant to such indenture then outstanding notify Sanmina-SCI of the Default and Sanmina-SCI does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

     Sanmina-SCI shall deliver to the trustee, within 30 days after Sanmina-SCI’s knowledge thereof, written notice in the form of an Officers’ Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default, its status and what action Sanmina-SCI is taking or proposes to take with respect thereto.

     If an Event of Default with respect to the notes (other than an Event of Default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to Sanmina-SCI or its Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary), shall have occurred and be continuing, the trustee or the Holders of not less than 25% in aggregate principal amount of the notes then outstanding may declare to be immediately due and payable the principal amount of all such notes then outstanding, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to Sanmina-SCI or its Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary shall occur, such amount with respect to all the notes shall be due and payable immediately without any declaration or other act on the part of the trustee or the Holders. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the trustee, the Holders of a majority in aggregate principal amount of the notes then outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the indenture.

     The Holders of a majority in aggregate principal amount of the notes then outstanding, by notice to the trustee, may on behalf of the holders of all such notes waive any existing Default or Event of Default, except a Default or Event of Default in the payment of principal, premium or interest, including special interest on such notes, if any, and except for Defaults in respect of a covenant that cannot be modified or amended without the consent of each Holder.

     Subject to the provisions of each indenture relating to the duties of the trustee, in case an Event of Default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or

-74-

powers under the indenture at the request or direction of any of the holders of the notes unless such holders shall have offered to such trustee reasonable indemnity. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.

     No holder of the notes will have any right to institute any proceeding with respect to the indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

(a)	such holder has previously given to the trustee written notice of a continuing Event of Default;
(b)	the registered holders of at least 25% in aggregate principal amount of the notes then outstanding have made a written request and offered reasonable indemnity to the trustee to institute such proceeding as trustee; and
(c)	such trustee shall not have received from the registered holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

     However, such limitations do not apply to a suit instituted by a holder of the notes for enforcement of payment of the principal of, and premium, if any, or interest, including special interest, if any, on, such note on or after the respective due dates expressed in such note. The Second Lien Collateral Agent’s ability to foreclose upon and sell the Collateral upon an Event of Default would be subject to the terms of the Intercreditor Agreement and limitations under bankruptcy and local laws, including the “one-action rule” in California. See “Risk Factors—The right to foreclose upon and sell the collateral upon an event of default would be subject to limitations under bankruptcy and local laws, in particular, the “one-action rule” in the state of California.”

Amendments and Waivers

     Subject to certain exceptions, the indenture may be amended with the consent of the registered holders of a majority in aggregate principal amount of the notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for such notes) and any existing Default or Event of Default or compliance with any provision may also be waived, except as set forth below.

     The exceptions to the requirement for majority consent would include a Default or Event of Default in the payment of principal, premium or interest, including special interest, if any, and certain covenants and provisions of the indenture which cannot be amended without the consent of each holder of the notes. In addition, without the consent of each holder of the original notes, no amendment may, among other things,

(1)	reduce the amount of the notes whose holders must consent to an amendment or waiver;
(2)	reduce the rate of, or extend the time for payment of interest on, any note;
(3)	reduce the principal of, or extend the Stated Maturity of, any note;
(4)	make any note payable in money other than that stated in such note;

-75-

(5)	impair the right of any Holder to receive payment of principal of and interest on such Holder’s note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s note or any notes guarantee;
(6)	subordinate any note to any other obligation of Sanmina-SCI or subordinate any notes guarantee with respect to the notes to any other obligation of the applicable notes guarantor;
(7)	reduce the premium payable upon the redemption of any note or change the time at which any such note may be redeemed, as described under “— Optional Redemption at Specified Prices”;
(8)	reduce the premium payable upon a change of control or, at any time after a change of control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the notes must be repurchased pursuant to such Change of Control Offer;
(9)	at any time after Sanmina-SCI is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at which such Prepayment Offer must be made or at which the notes must be repurchased pursuant thereto; or
(10)	following the mailing of an offer with respect to a Prepayment Offer or a Change of Control Offer, modify the provisions of the indenture with respect to such offer in a manner adverse to the Holders.

     Without the consent of any Holder of the notes, Sanmina-SCI and the trustee may amend the indenture to:

(1)	cure any ambiguity, omission, defect or inconsistency;
(2)	provide for the assumption by a successor corporation of the obligations of Sanmina-SCI or a notes guarantor under the indenture and the notes guarantees, as applicable;
(3)	provide for uncertificated notes in addition to or in place of certificated notes;
(4)	add notes guarantees with respect to the notes or release notes guarantees as provided by the terms of the indenture;
(5)	secure the notes or notes guarantees, add to the covenants of Sanmina-SCI or its Restricted Subsidiaries, as applicable, for the benefit of the holders of such notes or to surrender any right or power conferred upon Sanmina-SCI or its Restricted Subsidiaries by the indenture;
(6)	make any change that does not adversely affect the rights of any holder of the notes;
(7)	comply with any requirement of the Commission in connection with the qualification of the indenture under the Trust Indenture Act;
(8)	provide for the issuance of additional notes in accordance with the indenture; or
(9)	if necessary, to effect any addition or release of Collateral permitted under the indenture or the Security Documents.

-76-

     The consent of the holders of notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, Sanmina-SCI is required to mail to each registered holder of the notes at such holder’s address appearing in the Security Register a notice briefly describing such amendment. However, the failure to give such notice to all holder s of the notes, or any defect therein, will not impair or affect the validity of the amendment.

Defeasance

     Sanmina-SCI, at its option at any time, may terminate all of Sanmina-SCI’s obligations under the notes and the indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of such notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of such notes. Sanmina-SCI at any time may terminate:

(1)	Sanmina-SCI’s obligations under the covenants described under “— Repurchase at the Option of Holders Upon a Change of Control,” “— Certain Covenants,” “Covenants After Fall-Away Event—Limitation on Sale and Leasebacks After Fall-Away Event,” “Covenants After Fall-Away Event—Limitation on Layered Debt,” “Payments for Consent” and “SEC Reports”;
(2)	the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions and the Guarantee Provisions with respect to Significant Subsidiaries or Restricted Subsidiaries that individually, or in the aggregate, constitute a Significant Subsidiary, as applicable described under “—Events of Default” above; and
(3)	the limitations contained in clause (d) under “— Merger, Consolidation and Sale of Property—Sanmina-SCI” above (“covenant defeasance”).

     Sanmina-SCI may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

     If Sanmina-SCI exercises its legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If Sanmina-SCI exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (4) (with respect to the covenants described under “— Certain Covenants”), (5), (6), (7) (with respect only to Significant Subsidiaries), (8), (9) or (10) under “— Events of Default” above or because of the failure of Sanmina-SCI to comply with clause (d) under the first paragraph of “— Merger, Consolidation and Sale of Property—Sanmina-SCI” above. If Sanmina-SCI exercises its legal defeasance option or its covenant defeasance option, each applicable notes guarantor will be released from its obligations under its applicable notes guarantee and the Collateral shall be released from the second-priority lien interest in favor of the holders of the notes.

     The legal defeasance option or the covenant defeasance option with respect to the notes may be exercised only if:

(a) Sanmina-SCI irrevocably deposits in trust with the trustee money or U.S. Government Obligations or a combination of both for the payment of principal of, premium, if any, and

-77-

	interest, including special interest, if any, on the notes to maturity or redemption, as the case may be;
(b)	Sanmina-SCI delivers to the trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that amounts so deposited pursuant to clause (a) above (without reinvestment on the deposited money and/or U.S. Government Obligations) will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest, including special interest, if any, when due on all the notes to maturity or redemption, as the case may be;
(c)	123 days pass after the deposit is made and during the 123-day period no Default described in clause (7) under “— Events of Default” occurs with respect to Sanmina-SCI or any other Person making such deposit which is continuing at the end of the period;
(d)	no Default or Event of Default under the indenture has occurred and is continuing on the date of such deposit;
(e)	such deposit does not constitute a default under any other material agreement or instrument binding on Sanmina-SCI;
(f)	an Opinion of Counsel is delivered to the trustee to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;
(g)	in the case of the legal defeasance option, an Opinion of Counsel qualified to practice law in the United States is delivered to the trustee stating that:

(1)

Sanmina-SCI has received from, or there has been published by, the Internal Revenue Service a ruling, or

(2)

since the date of the indenture there has been a change in the applicable U.S. federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance had not occurred;

(h)

in the case of the covenant defeasance option, an Opinion of Counsel is delivered to the trustee to the effect that the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and

(i)

Sanmina-SCI delivers to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the notes have been complied with as required by the indenture.

-78-

Satisfaction and Discharge

     The indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the notes issued pursuant to the indenture) as to all notes outstanding under the indenture and the Collateral shall be released from the second-priority lien interest in favor of the holder of the notes when:

(a) either:

(1)

all notes that have been authenticated (except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has previously been deposited in trust or segregated and held in trust by Sanmina-SCI and thereafter repaid to Sanmina-SCI or discharged from such trust) have been delivered to the trustee for cancellation; or

(2)

all such notes that have not been previously delivered to the trustee for cancellation have become due and payable or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year upon arrangements reasonably satisfactory to the trustee for the giving of notice of redemption, and Sanmina-SCI has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders, money or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to such trustee for cancellation for principal, premium, if any, and accrued interest, including special interest, if any, to the date of such deposit (in the case of notes that have become due and payable) or to the date of maturity or redemption;

(b)	no Default or Event of Default under the indenture shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which Sanmina-SCI is a party or by which Sanmina-SCI is bound;
(c)	Sanmina-SCI has paid or caused to be paid all sums payable by it under the indenture;
(d)	Sanmina-SCI has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money and/or U.S. Government Obligations toward the payment of the notes at maturity or the redemption date, as the case may be; and
(e)	Sanmina-SCI has delivered to the trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that Sanmina-SCI has complied with all conditions precedent to satisfaction and discharge of the indenture.

Governing Law

     The indenture and the notes are governed by the internal laws of the State of New York.

-79-

The Trustee

     U.S. Bank National Association (as successor to State Street Bank and Trust Company of California, N.A.) is the trustee under the indenture.

     Except during the continuance of an Event of Default under the indenture, the trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an Event of Default under the indenture, the trustee will exercise such of the rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

Certain Definitions

     Set forth below is a summary of certain of the defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.

     Whenever the covenant or default provisions or definitions in the indenture refer to an amount in U.S. dollars, that amount will be deemed to refer to the U.S. Dollar Equivalent of the amount of any obligation denominated in any other currency or currencies, including composite currencies. Any determination of U.S. Dollar Equivalent for any purpose under the indenture will be determined as of a date of determination as described in the definition of “U.S. Dollar Equivalent” and, in any case, no subsequent change in the U.S. Dollar Equivalent after the applicable date of determination will cause such determination to be modified.

     “Acquired Debt” means Debt of a Person outstanding on the date on which such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person. Acquired Debt shall be deemed to be Incurred on the date the acquired Person becomes a Restricted Subsidiary or the date of the related acquisition of assets from such Person.

     “Additional Assets” means:

(a)	any Property (other than cash, Cash Equivalents and securities) to be owned by Sanmina-SCI or any Restricted Subsidiary and used in a Permitted Business, including, without limitation, receivables repurchased in connection with a Receivables Program;
(b)	Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by Sanmina-SCI or another Restricted Subsidiary from any Person other than Sanmina-SCI or an Affiliate of Sanmina-SCI; provided, however, that, in the case of this clause (b), such Restricted Subsidiary is primarily engaged in a Permitted Business; and
(c)	any Permitted Investment (other than as described in clauses (a), (b) (insofar as the Investment is made in a Restricted Subsidiary) or (d) of the definition of “Permitted Investment”).

     “Affiliate” of any specified Person means:

-80-

(a)	any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; or
(b)	any other Person who is a director or executive officer of:

(1)	such specified Person;
(2)	any Subsidiary of such specified Person; or
(3)	any Person described in clause (a) above.

     For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of the covenants described under “— Certain Covenants—Limitation on Transactions with Affiliates” and “— Certain Covenants—Limitation on Asset Sales” and the definition of “Additional Assets” only, “Affiliate” shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of Sanmina-SCI or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

     “Asset Sale” means any sale, transfer, issuance or other disposition (or series of related sales, transfers, issuances or dispositions) by Sanmina-SCI or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of

(a)	any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares), or
(b)	any other assets of Sanmina-SCI (excluding Capital Stock of Sanmina-SCI, cash and Cash Equivalents) or any Restricted Subsidiary outside of the ordinary course of business of Sanmina-SCI or such Restricted Subsidiary, in the case of either clause (a) or (b), (i) that have a Fair Market Value in excess of $10.0 million, or (ii) for net proceeds in excess of $10.0 million.

     Notwithstanding the foregoing clauses (a) and (b) of this definition, in no event shall an Asset Sale include:

(1)	any disposition by a Restricted Subsidiary to Sanmina-SCI or by Sanmina-SCI or a Restricted Subsidiary to a Restricted Subsidiary;
(2)	any disposition that constitutes a Permitted Investment or Restricted Payment or any disposition of a Permitted Investment, in any such case, to the extent permitted by the covenant described under “— Certain Covenants—Limitation on Restricted Payments”;
(3)	any disposition effected in compliance with the first paragraph of the covenant described under “— Merger, Consolidation and Sale of Property—Sanmina-SCI”;

-81-

(4)	any disposition of damaged, worn out or other obsolete personal or real property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the business of Sanmina-SCI and its Restricted Subsidiaries;
(5)	any issuance of Capital Stock by a Subsidiary of Sanmina-SCI to Sanmina-SCI or to another Subsidiary of Sanmina-SCI (other than the issuance of Capital Stock by a Restricted Subsidiary to an Unrestricted Subsidiary);
(6)	the licensing by Sanmina-SCI or any Restricted Subsidiary of intellectual property or know-how on commercially reasonable terms and in the ordinary course of business;
(7)	the sale, lease, conveyance or other disposition of Property in connection with the obligation of Sanmina-SCI or any Restricted Subsidiary to remarket or sell any Property at the end of the lease term or otherwise under or in connection with any Synthetic Lease of the Office Campus;
(8)	the surrender or waiver of litigation rights or settlement, release or surrender of tort or other litigation claims of any kind;
(9)	the sale, lease, conveyance or other disposition of Receivables Program Assets by Sanmina-SCI or any Restricted Subsidiary in connection with any Receivables Program;
(10)	the sub-lease of facilities of Sanmina-SCI or any Restricted Subsidiary and the lease by Sanmina-SCI or any Restricted Subsidiary of facilities under any operating lease, in either such case, in the ordinary course of business;
(11)	one or more sales of fixed assets by Sanmina-SCI or any Restricted Subsidiary in connection with Sanmina-SCI’s Restructuring Plans provided, that such sales take place during the period beginning on the Issue Date and ending two years after the Issue Date and the aggregate consideration for all of the sales during such two-year period does not exceed $50.0 million; and
(12)	the granting of a Permitted Lien.

     “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination,

(a)	if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligation”; and
(b)	in all other instances, the present value (discounted at the interest rate borne by the notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).

     “Available Credit” means as of any date of determination, the maximum amount available that may be drawn under Sanmina-SCI’s and each Restricted Subsidiary’s Credit Facilities at such date of determination.

-82-

     “Average Life” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:

(a)	the sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by
(b)	the sum of all such payments.

     “Board of Directors” means the Board of Directors of Sanmina-SCI or any committee thereof authorized with respect to any particular matter to exercise the power of the Board of Directors.

     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of Sanmina-SCI, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the trustee.

     “Borrowing Base” means an amount equal to the sum of (A) 80% of the book value of the accounts receivable of Sanmina-SCI and its Restricted Subsidiaries plus (B) 50% of the book value of the inventory of Sanmina-SCI and its Restricted Subsidiaries, in each case as of the end of the most recently ended fiscal quarter of Sanmina-SCI for which financial statements of Sanmina-SCI have been made publicly available.

     “Capital Lease Obligations” means any obligation under a lease of any property (whether real, personal or mixed) that is capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease. For purposes of “— Certain Covenants—Limitation on Liens”, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

     “Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into any such equity interest.

     “Capital Stock Sale Proceeds” means the aggregate cash proceeds received by Sanmina-SCI from the issuance or sale (other than to a Restricted Subsidiary of Sanmina-SCI or an employee stock ownership plan or trust established by Sanmina-SCI or any such Subsidiary for the benefit of their employees) by Sanmina-SCI of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

     “Cash Equivalents” means

(a) securities issued or directly and fully guaranteed or insured by (i) the United States Government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), or (ii) any member of the European Economic Area or Switzerland, or any agency or instrumentality thereof (provided that such country, agency or instrumentality has a credit rating at least equal to that of the United States

-83-

	and the full faith and credit of such country is pledged in support thereof), in each case, with such securities having maturities of not more than one year from the date of acquisition;
(b)	marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof (provided that the full faith and credit of such state is pledged in support thereof) and, at the time of acquisition thereof, having credit ratings of at least AA— (or the equivalent) by S&P and at least Aa3 (or the equivalent) by Moody’s;
(c)	certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank organized in the United States of America, Canada, Japan or Switzerland or any member of the European Economic Area, in each case, of recognized standing and having combined capital and surplus in excess of $500.0 million (or the foreign currency equivalent thereof);
(d)	repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (a), (b) and (c) entered into with any bank meeting the qualifications specified in clause (c) above;
(e)	commercial paper rated at the time of acquisition thereof in one of the two highest categories obtainable from both S&P and Moody’s or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and
(f)	interests in any investment company or money market fund substantially all of the assets of which are of the type specified in clauses (a) through (e) above.

     “change of control” means the occurrence of any of the following events:

(a)

if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of Sanmina-SCI (for purposes of this clause (a), such person or group shall be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of such parent corporation); or

(b)

the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of Sanmina-SCI and its Restricted Subsidiaries, considered as a whole (other than a disposition of such assets as an entirety or virtually as an entirety to a

-84-

Wholly Owned Restricted Subsidiary) shall have occurred, or Sanmina-SCI merges, consolidates or amalgamates with or into any other Person or any other Person merges, consolidates or amalgamates with or into Sanmina-SCI, in any such event pursuant to a transaction in which the outstanding Voting Stock of Sanmina-SCI is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:

(1)	the outstanding Voting Stock of Sanmina-SCI is reclassified into or exchanged for other Voting Stock of Sanmina-SCI or for Voting Stock of the surviving corporation; and
(2)	the holders of the Voting Stock of Sanmina-SCI immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of Sanmina-SCI or the surviving corporation immediately after such transaction and in substantially the same proportion as before the transaction;

(c)

during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election or appointment by such Board or whose nomination for election by the shareholders of Sanmina-SCI was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or

(d)

the shareholders of Sanmina-SCI shall have approved any plan of liquidation or dissolution of Sanmina-SCI.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collateral” means all of the collateral securing the notes and the notes guarantees as described in the Security Documents and under the section “Description of the Collateral and Intercreditor Arrangements.”

     “Commission” means the U.S. Securities and Exchange Commission.

     “Commodity Agreement” means any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

     “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

     “Comparable Treasury Price” means, with respect to any redemption date:

(a) the average of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” or

-85-

(b) if such release (or any successor release) is not published or does not contain such prices on such business day, the Reference Treasury Dealer Quotations for such redemption date.

     "Consolidated Current Liabilities” means, as of any date of determination, the aggregate amount of liabilities of Sanmina-SCI and its consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), after eliminating:

(a)	all intercompany items between Sanmina-SCI and any Restricted Subsidiary or between Restricted Subsidiaries; and
(b)	all current maturities of long-term Debt.

     "Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:

(a)	the aggregate amount of EBITDA for the most recently ended four consecutive fiscal quarters for which financial statements have been made publicly available; to
(b)	Consolidated Interest Expense for such four fiscal quarters;

provided, however, that:

(1) if

(A)	since the beginning of such period but prior to such date of determination, Sanmina-SCI or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt; or
(B)	the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,

     Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, provided that, (i) in the event of any such Repayment of Debt, EBITDA for such period shall be calculated as if Sanmina-SCI or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt and (ii) in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period, and

(2) if

(A)	since the beginning of such period but prior to such date of determination Sanmina-SCI or any Restricted Subsidiary shall have made any Asset Sale or an acquisition of Property which constitutes all or substantially all of an operating unit of a business;
(B)	the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale or acquisition; or
(C)	since the beginning of such period but prior to such date of determination any Person (that subsequently became a Restricted Subsidiary or was merged with or into

-86-

Sanmina-SCI or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale or acquisition;

EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sale or acquisition as if such Asset Sale or acquisition had occurred on the first day of such period.

     If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of the lesser of (i) 12 months and (ii) the remaining period until the Stated Maturity of such Debt). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, Sanmina-SCI shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent Sanmina-SCI and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

     "Consolidated Interest Expense” means (without duplication), for any period, the total interest expense of Sanmina-SCI and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent Incurred by Sanmina-SCI or its Restricted Subsidiaries during that period,

(a)	interest expense attributable to Capital Lease Obligations and the imputed interest with respect to Attributable Debt;
(b)	amortization of debt discount and debt issuance cost, including commitment fees;
(c)	capitalized interest;
(d)	non-cash interest expense;
(e)	commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;
(f)	net costs associated with Hedging Obligations (including amortization of fees);
(g)	Disqualified Stock Dividends, other than dividends payable to Sanmina-SCI or a Restricted Subsidiary of Sanmina-SCI;
(h)	Preferred Stock Dividends, other than dividends payable to Sanmina-SCI or a Restricted Subsidiary of Sanmina-SCI;
(i)	interest actually paid by Sanmina-SCI or any Restricted Subsidiary on any Debt of any other Person to the extent such Debt is Guaranteed by Sanmina-SCI or any Restricted Subsidiary; and
(j)	cash contributions to any employee stock ownership plan or similar trust of Sanmina-SCI to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than Sanmina-SCI) in connection with Debt Incurred by such plan or trust.

-87-

     “Consolidated Net Income” means, for any period, the net income (loss) of Sanmina-SCI and its consolidated Restricted Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income (without duplication):

(a)	if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, an amount that is equal to (i) the amount of net income attributable to such Restricted Subsidiary multiplied by (ii) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by Sanmina-SCI or any of its Restricted Subsidiaries,
(b)	any net income (loss) of any Person (other than Sanmina-SCI) if such Person is not a Restricted Subsidiary, except that:

(1)

Sanmina-SCI’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash or any Property distributed by such Person during such period to Sanmina-SCI or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (d) below); and

(2)

Sanmina-SCI’s equity in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

(c)

for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (c) of the first paragraph of the covenant described under “— Certain Covenants—Limitation on Restricted Payments” only, any net income (loss) of any Person acquired by Sanmina-SCI or any of its consolidated Subsidiaries in a pooling of interests transaction for any period prior to the date of such acquisition;

(d)

any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is unable to both pay dividends and otherwise distribute cash to Sanmina-SCI and any other Restricted Subsidiary because it is subject to the restrictions of its charter or other organizational document or any agreement, instrument, contract, judgment, decree, order or statute, rule or governmental regulation applicable to the Restricted Subsidiary, except that:

(1)

Sanmina-SCI’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to Sanmina-SCI or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause); and

(2)

Sanmina-SCI’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

(e) any gain (or loss) realized upon the sale or other disposition of any Property of Sanmina-SCI or any of its consolidated Restricted Subsidiaries (including pursuant to any Sale and

-88-

	Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business;
(f)	any extraordinary gain or loss;
(g)	restructuring charges, write-downs and reserves (to the extent not excluded in paragraph (f) above) taken by Sanmina-SCI or its Restricted Subsidiaries during any such period, provided that:

• the aggregate amount of charges that are paid in cash that are excluded pursuant to this clause (g) in connection with Sanmina-SCI’s Restructuring Plans must be taken on or before March 31, 2004 and shall not in the aggregate exceed $291.0 million for all periods during which Consolidated Net Income may be calculated; and any charges paid in cash in excess of such amount or taken after March 31, 2004 shall be included in the calculation of Consolidated Net Income for the period when such charges are paid in cash; and

• the aggregate amount of charges that are paid in cash that are excluded pursuant to this paragraph (g) in connection with Sanmina-SCI’s future restructuring plans shall not exceed $100.0 million for all periods during which Consolidated Net Income may be calculated;

provided, further, that for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (c) of the first paragraph of the covenant described under “— Certain Covenants—Limitation on Restricted Payments” only, this paragraph (g) shall not apply,

(h)	the cumulative effect of a change in accounting principles; and
(i)	any non-cash compensation expense realized for grants of, or in connection with the exercise of, performance shares, stock options or other rights to officers, directors and employees of Sanmina-SCI or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the option of the holder for Capital Stock of Sanmina-SCI (other than Disqualified Stock).

     Notwithstanding the foregoing, for purposes of the covenant described under “— Certain Covenants—Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to Sanmina-SCI or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.

     "Consolidated Net Tangible Assets” means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of Sanmina-SCI and its consolidated Restricted Subsidiaries as the total assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of Sanmina-SCI and its Restricted Subsidiaries, after giving effect to purchase accounting and after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included in the determination of Consolidated Net Tangible Assets, the following amounts (without duplication) shall be excluded:

-89-

(a)	the excess of cost over fair market value of assets or businesses acquired;
(b)	unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items;
(c)	minority interests in consolidated Subsidiaries held by Persons other than Sanmina-SCI or any Restricted Subsidiary;
(d)	treasury stock;
(e)	cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities; and
(f)	Investments in and assets of Unrestricted Subsidiaries.

     "Consolidated Net Worth” means, as of any date of determination, the total of the amounts shown on the consolidated balance sheet of such Person and its Restricted Subsidiaries as:

(a)      the par or stated value of all outstanding Capital Stock of such Person; plus

(b)      paid-in capital or capital surplus relating to such Capital Stock, plus

(c)       any retained earnings or earned surplus; less:

(1)	any accumulated deficit; and
(2)	any amounts attributable to Disqualified Stock;

in each case as of the end of the most recent fiscal quarter of such Person for which financial statements have been made publicly available.

     "Consolidated Tangible Foreign Assets” means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Foreign Subsidiaries of Sanmina-SCI as the total assets of the Foreign Subsidiaries of Sanmina-SCI, minus the total intangible assets of the Foreign Subsidiaries of Sanmina-SCI.

     "Convertible Debentures” means the Zero Coupon Convertible Subordinated Debentures due 2020, 4 1/4% Convertible Subordinated Debentures due 2004 and the 3% Convertible Subordinated Notes due 2007 issued by Sanmina-SCI or SCI Systems, Inc., as the case may be.

     "Convertible Debentures Repurchase” means the purchase, repurchase, redemption, defeasance or acquisition for value of any Convertible Debentures.

     "Credit Facilities” means, with respect to Sanmina-SCI or any Restricted Subsidiary, one or more debt or commercial paper facilities with banks or other institutional lenders (including the New Credit Facility) providing for one or more revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy

-90-

remote entities formed to borrow from such lenders against such receivables or inventory) swing-line or commercial paper facilities (including any letter of credit, sub-facilities or other facilities) or letters of credit, in each case together with any Refinancings thereof by a lender or syndicate of lenders, including, in each case, any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time, whether or not with the same agent, trustee, representative lender or holders, and irrespective of any change in the terms and conditions thereof.

     "Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to manage or hedge fluctuations in currency exchange rates.

     "Debt” means, with respect to any Person on any date of determination (without duplication):

(a) the principal of and premium (if any) and any other obligations in respect of:

(1)	debt of such Person for money borrowed; and
(2)	debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

(b)	all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;
(c)	all obligations of such Person to pay the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and accrued expenses related thereto arising in the ordinary course of business and excluding any lease properly classified as an operating lease in accordance with GAAP);
(d)	all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction but excluding obligations with respect to letters of credit securing obligations (other than obligations described in clauses (a) through (c) above and (f) and (g) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);
(e)	the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock;
(f)	all obligations of the type referred to in clauses (a) through (e) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is liable as obligor or Guarantor, including by means of any Guarantee;
(g)	all obligations of the type referred to in clauses (a) through (f) of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value

-91-

	(as determined by Sanmina-SCI in good faith) of such Property subject to such Lien or the amount of the obligation so secured; and
(h)	to the extent not otherwise included in this definition, the net liability under Hedging Obligations of such Person,

if and only to the extent that any of the preceding items (other than letters of credit, Hedging Obligations and obligations referred to in clauses (f) and (g) above) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP (and in the case of Disqualified Stock that does not appear as a liability upon a balance sheet, the price at which such Disqualified Stock may be redeemed by the holder thereof on the date such Disqualified Stock may first be redeemed by the holders thereof).

     In no event shall the term “Debt” include (i) any debt under any overdraft or cash management facility, provided that any such debt is incurred in the ordinary course of business and consistent with past practice, and is repaid in full no later than the business day immediately following the date on which it was incurred, or (ii) any trade payable. The amount of Debt of any Person at any date shall be (x) the accreted value thereof in the case of any Debt that does not require current payments of interest, (y) the principal amount of such Debt and (z) the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date.

     "Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

     "Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:

(a)	matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;
(b)	is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part; or
(c)	is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock;

on or prior to, in the case of clause (a), (b) or (c), the date that is 91 days after the Stated Maturity of the notes. Notwithstanding the foregoing, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Sanmina-SCI to repurchase such Capital Stock upon the occurrence of a change of control or asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Sanmina-SCI may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described under “— Certain Covenants—Limitation on Restricted Payments.”

     "Disqualified Stock Dividends” means all dividends made with respect to Disqualified Stock of Sanmina-SCI held by Persons other than a Restricted Subsidiary other than dividends paid in Capital Stock of Sanmina-SCI. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to Sanmina-SCI.

-92-

     "Domestic Restricted Subsidiary” means any Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary, (b) a Subsidiary of a Foreign Restricted Subsidiary and (c) any special purpose entity established solely in connection with a Receivables Program or any Synthetic Lease with respect to the Office Campus.

     "EBITDA” means, for any period, an amount equal to, for Sanmina-SCI and its consolidated Restricted Subsidiaries:

(a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:

(1)	the provision for taxes based on income or profits or utilized in computing net income;
(2)	Consolidated Interest Expense;
(3)	depreciation;
(4)	amortization; and
(5)	any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period), minus

(b) all non-cash items increasing Consolidated Net Income for such period.

     Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be paid as dividends to Sanmina-SCI by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders.

     "Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

     "Equity Offering” means (i) any public offering of common stock (other than Disqualified Stock) of Sanmina-SCI or (ii) any unregistered offering of common stock (other than Disqualified Stock) of Sanmina-SCI with net cash proceeds in excess of $50 million.

     "European Economic Area” means the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic Area dated May 2, 1992, as amended.

     "Event of Default” has the meaning set forth under “— Events of Default”.

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

     "exchange notes” means new notes of Sanmina-SCI issued in a registered offer made pursuant to a registration statement, or registration statements, filed with, and declared effective by, the Commission

-93-

offering to exchange such new notes for the notes or the additional notes; provided that such new notes have terms substantially identical in all material respects to the notes and the additional notes for which such offer is being made; provided, further, that the exchange notes shall include new Guarantees issued in such exchange offer by the notes guarantors in exchange for the existing notes guarantees; provided, further, that the exchange notes exchanged for the notes or additional notes, as the case may be, and the new Guarantees exchanged for the notes guarantees in such exchange offer shall be secured to the same extent, on the same terms and under the same conditions, as the notes or additional notes, as the case may be, and the notes guarantees.

     "fall-away event” means the occurrence of the following events:

(a)	the notes have received investment grade ratings from both Rating Agencies;
(b)	no Default or Event of Default has occurred and is continuing; and
(c)	Sanmina-SCI has delivered to the trustee an Officers’ Certificate certifying as to the events specified in clauses (a) and (b) of this definition.

     "Fair Market Value” means, with respect to any Property, the price that would reasonably be expected to be paid in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided,

(a)	if such Property has a Fair Market Value equal to or less than $50.0 million, by any Officer of Sanmina-SCI; or
(b)	if such Property has a Fair Market Value in excess of $50.0 million, by a majority of the Board of Directors and evidenced by a Board Resolution, dated within 45 days of the relevant transaction and delivered to the trustee.

     "First Lien Collateral Agent” means the collateral agent acting on behalf of the lenders holding First Lien Obligations with respect to such lenders’ first priority interest in the Collateral and its successors and assigns.

     "First Lien Obligations” means Debt that is permitted to be incurred pursuant to paragraph (b) of the definition of Permitted Debt and secured by a first priority lien on the Collateral.

     "Foreign Restricted Subsidiary” means any Restricted Subsidiary that is not organized under the laws of the United States or any state thereof or the District of Columbia.

     "Foreign Subsidiary” means any Subsidiary of Sanmina-SCI that is not organized under the laws of the United States of America, any state thereof or the District of Columbia.

     "GAAP” means United States generally accepted accounting principles as in effect from time to time.

     "Guarantee” means any obligation, contingent or otherwise, of any Person guaranteeing in any manner any Debt of any other Person; provided, however, that the term “Guarantee” shall not include:

(a) endorsements for collection or deposit in the ordinary course of business; or

-94-

(b) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (b) of the definition of “Permitted Investment”.

     The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

     "Hedging Obligation” of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Agreement or any other similar agreement or arrangement.

     "Holder” means the Person in whose name any note is registered on the note registrar’s books.

     "Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary.

     "Independent Investment Banker” means one of the Reference Treasury Dealers, or if any such firm is unwilling or unable to select to Comparable Treasury Issue, an investment banking firm of national reputation selected by Sanmina-SCI.

     "Intercreditor Agreement” means the agreement to be entered into among the First Lien Collateral Agent, the Second Lien Collateral Agent and Sanmina-SCI, and their successors and assigns, as such agreement may be amended from time to time.

     "Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement designed to manage fluctuations in interest rates.

     "Investment” by any Person means any direct or indirect loan (other than advances to customers or other persons in the ordinary course of business that are recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others) (but excluding commission, travel and similar advances to officers, directors and employees made in the ordinary course of business) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person; provided that in no event shall the licensing or transfer of know-how or intellectual property or the providing of services, each in the ordinary course of business, be considered an Investment. If Sanmina-SCI or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Sanmina-SCI, Sanmina-SCI shall be deemed to have made an Investment on the date

-95-

of any such sale or disposition equal to the fair market value (as determined in good faith by Sanmina-SCI) of the Capital Stock of such Restricted Subsidiary not sold or disposed.

     “investment grade rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB— (or the equivalent) by S&P (or the equivalent investment grade rating by another Rating Agency).

     “Issue Date” means the date on which the notes are initially issued pursuant to the indenture.

     “Lien” with respect to a Person means, with respect to any Property of such Person, any mortgage or deed of trust, pledge, hypothecation, security interest, lien, fixed or floating charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance or other security agreement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing); provided, that the term “Lien” shall not include any lease properly classified as an operating lease in accordance with GAAP.

     “Liquidity” means the cash and Cash Equivalents on the balance sheet of Sanmina-SCI and its Restricted Subsidiaries plus the Available Credit of Sanmina-SCI and its Restricted Subsidiaries as of a date that is no earlier than three business days prior to the date of determination.

     “Make-Whole Premium” means, with respect to a note on any date of redemption, the greater of:

(a)

1% of the principal amount of such note; or

(b)

the excess of (1) the present value at such date of redemption of (A) the redemption price of such note at January 15, 2007 (such redemption price being described under “— Optional Redemption at Specified Prices”) plus (B) all remaining required interest payments (exclusive of interest accrued and unpaid to the date of redemption) due on such note through January 15, 2007, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (2) the then outstanding principal amount of such note.

     “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

     “Net Available Cash” from any Asset Sale means cash payments actually received therefrom by Sanmina-SCI or its Restricted Subsidiaries (including any cash payments actually received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:

(a)	all legal, title and recording expenses, commissions and other fees and expenses Incurred (including, without limitation, investment banking, sales commissions and relocation expenses), and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;
(b)	all payments made on any Debt that is secured by any Lien upon Property that is the subject of such Asset Sale, or by applicable law, which are repaid out of the proceeds from such Asset Sale;

-96-

(c)	all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and
(d)	any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

     “New Credit Facility” means that $275 million term facility entered into among, inter alia, Sanmina-SCI, the notes guarantors, Goldman Sachs Credit Partners L.P. as Lead Arranger, Syndication Agent and Administrative Agent and the lenders named therein, including any related notes, collateral documents, letters of credit and documentation and Guarantees and any appendices, exhibits or schedules to any of the foregoing, as any or all of such agreements (or any other agreement that Refinances any or all of such agreements or any of the foregoing other agreements) may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, Repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements or otherwise.

     “notes guarantees” mean Guarantees on the terms set forth in the indenture by the notes guarantors of Sanmina-SCI’s obligations with respect to the notes.

     “notes guarantors” mean each Domestic Restricted Subsidiary and any other Person that becomes a Guarantor of the notes pursuant to the covenant described under “— Certain Covenants—Future Notes Guarantors” or who executes and delivers a supplemental indenture to the indenture providing for a notes guarantee.

     “Office Campus” means Sanmina-SCI’s principal office campus located on North First Street in San Jose, California;

     “Officer” means (i) the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of Sanmina-SCI and (ii) the Treasurer or Assistant Treasurer or Secretary or Assistant Secretary of Sanmina-SCI.

     “Officers’ Certificate” means a certificate signed by (x) (i) one officer listed in clause (i) of the definition thereof and (ii) one officer listed in clause (ii) of the definition thereof, or (y) two officers listed in clause (i) of the definition thereof, and, in either case, delivered to the trustee.

     “Opinion of Counsel” means a written opinion from legal counsel to Sanmina-SCI. The counsel may be an employee of or counsel to Sanmina-SCI or the trustee.

     “Permitted Business” means any business that is related, ancillary or complementary to the businesses of Sanmina-SCI and the Restricted Subsidiaries on the Issue Date or any reasonable extension thereof.

     “Permitted Investment” means any Investment by Sanmina-SCI or a Restricted Subsidiary in:

(a)	Sanmina-SCI;
(b)	any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Restricted Subsidiary is a Permitted Business;

-97-

(c)	any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, or is liquidated into, Sanmina-SCI or a Restricted Subsidiary, provided that such Person’s primary business is a Permitted Business;
(d)	cash or Cash Equivalents;
(e)	receivables owing to Sanmina-SCI or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (and Investments obtained in exchange for or settlement of accounts receivable for which Sanmina-SCI or a Restricted Subsidiary has determined that collection is not likely); provided, however, that such trade terms may include such concessionary trade terms as Sanmina-SCI or such Restricted Subsidiary deems reasonable under the circumstances;
(f)	commission, entertainment, relocation, payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(g)	loans and advances to, or Guarantees of third party loans to, employees, directors and officers made in the ordinary course of business consistent with past practices of Sanmina-SCI or such Restricted Subsidiary and in compliance with applicable laws provided that such loans and advances in the aggregate do not exceed $5.0 million at any one time outstanding;
(h)	any acquisition of Property solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) or the transfer on a non-exclusive basis of intellectual property or know-how of Sanmina-SCI;
(i)	any Investment received in settlement of debts created in the ordinary course of business and owing to Sanmina-SCI or a Restricted Subsidiary or in satisfaction of judgments, including pursuant to a plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or consideration received in settlement of litigation claims in tort, bankruptcy, liquidation, receivership or insolvency or otherwise;
(j)	any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under “— Certain Covenants—Limitation on Asset Sales”;
(k)	Hedging Obligations permitted under the covenant described under “— Certain Covenants—Limitation on Debt;”
(l)	prepaid expenses and negotiable instruments held for collection in the ordinary course of business;
(m)	lease, utility and workers’ compensation, performance and other similar deposits arising in the ordinary course of business;
(n)	Investments existing as of the Issue Date and Investments purchased or received in exchange for such Investments, provided that any additional consideration provided by Sanmina-SCI or

-98-

	any Restricted Subsidiary in such exchange shall be not be permitted pursuant to this clause (n);
(o)	loans or advances to customers in the ordinary course of business;
(p)	any Person engaged in a Permitted Business, provided that such Investments in the aggregate do not exceed 10% of Consolidated Net Tangible Assets at any one time outstanding; and
(q)	the original notes, the exchange notes, the additional notes and the notes guarantees.

     “Permitted Joint Venture” means any Person that is, directly or indirectly, engaged principally in a Permitted Business, and the Capital Stock (or securities convertible into Capital Stock) of which is owned by Sanmina-SCI and one or more Persons other than Sanmina-SCI or any Affiliate of Sanmina-SCI.

     “Permitted Liens” means:

(a)	Liens on any assets, including the Collateral, to secure Debt permitted to be Incurred under clause (b) of the second paragraph of the covenant described under “— Certain Covenants—Limitation on Debt”;
(b)	During the Security Period, Liens to secure Debt permitted to be Incurred under clause (c) of the second paragraph of the covenant described under “— Certain Covenants—Limitation on Debt”, and during the period where a Fall Away Event has occurred and continuing, Liens to secure Capital Lease Obligations and Purchase Money Debt where the aggregate principal amount of such Debt at any time outstanding shall not exceed 10.0% of Consolidated Net Tangible Assets, provided that, in each case, any such Lien may not extend to any Property of Sanmina-SCI or any Restricted Subsidiary, other than the Property acquired, constructed, improved or leased with the proceeds of such Debt and any additions, parts, attachments, fixtures, leasehold improvements, proceeds, improvements or accessions related thereto;
(c)	Liens for taxes, assessments or governmental charges or levies on the Property of Sanmina-SCI or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;
(d)	Liens imposed by law or arising by operation of law, including without limitation, landlords’, mailmen’s, suppliers’, vendors’, carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, Liens for master’s and crew’s wages and other similar laws, on the Property of Sanmina-SCI or any Restricted Subsidiary arising in the ordinary course of business and for payment obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;
(e)	Liens on the Property of Sanmina-SCI or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety or appeal bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice;

-99-

(f)	Liens on Property at the time Sanmina-SCI or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into Sanmina-SCI or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of Sanmina-SCI or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by Sanmina-SCI or any Restricted Subsidiary;
(g)	Liens on the Property of a Person existing at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of Sanmina-SCI or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;
(h)	Liens Incurred or pledges or deposits made by Sanmina-SCI or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which Sanmina-SCI or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of Sanmina-SCI, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;
(i)	utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character;
(j)	Liens existing on the Issue Date not otherwise described in clauses (a) through (i) of this definition;
(k)	Liens not otherwise described in clauses (a) through (j) above on the Property of any Restricted Subsidiary that is not a notes guarantor to secure any Debt permitted to be Incurred by such Restricted Subsidiary pursuant to the covenant described under “— Certain Covenants—Limitation on Debt”;
(l)	Liens on the Property of Sanmina-SCI or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clauses (a), (b), (f), (g), (j), (k), (o), (p), (t), (u), (w), (y) and (z) of this definition; provided, however, that any such Lien shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:

(1) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clauses (a), (b), (f), (j), (k), (o), (p), (t), (u), (w), (y) and (z) of this definition, as the case may be, at the time the original Lien became a Permitted Lien under the indenture; and

-100-

(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by Sanmina-SCI or such Restricted Subsidiary in connection with such Refinancing;

(m)	judgment Liens not giving rise to a Default or Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
(n)	Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of banker’s acceptances issued or credited for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods,
(o)	Liens securing obligations of Sanmina-SCI under Hedging Obligations permitted to be Incurred under clause (f) of the second paragraph described under “— Certain Covenants—Limitation on Debt;”
(p)	Liens securing reimbursement obligations with respect to commercial letters of credit that encumber cash, documents and other Property relating to such letters of credit and proceeds thereof;
(q)	Liens on assets leased to Sanmina-SCI or a Restricted Subsidiary if such lease is properly classified as an operating lease in accordance with GAAP or is a Synthetic Lease of the Office Campus;
(r)	Liens arising under consignment or similar arrangements for the sale of goods in the ordinary course of business;
(s)	Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(t)	Liens securing obligations of Sanmina-SCI or any Restricted Subsidiary in respect of a Receivables Program, provided that any such Lien will be limited to the Receivables Program Assets under such Receivables Program;
(u)	Liens on cash securing obligations of Sanmina-SCI or a Restricted Subsidiary in connection with or under a Synthetic Lease of the Office Campus;
(v)	Liens in favor of Sanmina-SCI;
(w)	Liens on the Collateral to secure the notes, including the additional notes, the exchange notes and the notes guarantees;
(x)	Liens on Capital Stock of Unrestricted Subsidiaries that does not constitute Collateral;
(y)	Liens on the Office Campus to secure Debt permitted to be incurred under clause (l) of the second paragraph of the covenant described under “— Certain Covenants—Limitation on Debt”;

-101-

(z)	Liens securing other Debt not exceeding $10.0 million at any time outstanding; and
(aa)	Liens arising out of transactions relating to tax-planning strategies of Sanmina-SCI and its Restricted Subsidiaries; provided, that all such transactions are between or among Restricted Subsidiaries, Sanmina-SCI and any trustee, transfer agent or escrow agent relating to such tax planning strategies, or any combination of the foregoing parties.

     “Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

(a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

(1)	the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) and all accrued interest then outstanding of the Debt being Refinanced; and
(2)	an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing;

(b)	the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced;
(c)	the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced; and
(d)	the new Debt shall not be senior in right of payment to the Debt that is being Refinanced, except that in the case of any Debt that Refinances the Convertible Debentures, such Debt may be senior in right of payment to the Convertible Debentures;

provided, however, that Permitted Refinancing Debt shall not include:

(x)	Debt of a Subsidiary that is not a notes guarantor that Refinances Debt of Sanmina-SCI or a notes guarantor; or
(y)	Debt of Sanmina-SCI or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

     “Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

     “Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

     “Preferred Stock Dividends” means all dividends (other than dividends paid in Capital Stock of Sanmina-SCI) made with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than

-102-

Sanmina-SCI or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

     “Principal Property” means the land, improvements, buildings and fixtures (to the extent they constitute real property interests) (including any leasehold interest therein) constituting the principal corporate office of Sanmina-SCI, any manufacturing plant or any manufacturing facility (whether now owned or hereafter acquired) which is (a) owned or leased by Sanmina-SCI or any Subsidiary, (b) is located within any of the present 50 states of the United States of America (or the District of Columbia), (c) has not been determined in good faith by the Board of Directors of Sanmina-SCI not to be of material importance to the business conducted by Sanmina-SCI and its Subsidiaries, taken as a whole, and (d) has a book value on the date of which the determination is being made of in excess of 1% of Consolidated Net Tangible Assets of Sanmina-SCI as most recently determined on or prior to such date (including for purposes of such calculation the land, improvements, buildings and such fixtures comprising such office, plant or facility, as the case may be).

     “pro forma” means, with respect to any calculation made or required to be made pursuant to the terms of the indenture, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by an Officer, or otherwise a calculation made in good faith by an Officer after consultation with the independent certified public accountants of Sanmina-SCI.

     “Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the indenture, the value of any Property shall be its fair market value.

     “Purchase Money Debt” means Debt:

(a)	consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed; or
(b)	Incurred to finance all or any part of the purchase price or cost of an acquisition, construction improvement, installation or lease by Sanmina-SCI or a Restricted Subsidiary of Property used in the business of Sanmina-SCI and its Restricted Subsidiaries, including additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the acquisition, construction, improvement, installation or lease of such Property by Sanmina-SCI or such Restricted Subsidiary.

     “Rating Agency” means Moody’s and S&P (or, if either such entity ceases to rate the notes for reasons outside the control of Sanmina-SCI, then in place of that entity, any other securities rating organization nationally recognized in the United States selected by Sanmina-SCI as a replacement agent).

     “Receivables Program” means, with respect to any Person, an agreement or other arrangement or program providing for the advance of funds to such Person against the pledge, contribution, sale or other

-103-

transfer or encumbrances of Receivables Program Assets of such Person or such Person and/or one or more of its Subsidiaries.

     “Receivables Program Assets” means all of the following Property and interests in Property, including any undivided interest in any pool of any such Property or interests, whether now existing or existing in the future or hereafter arising or acquired:

(a)	accounts (as defined in the Uniform Commercial Code or any similar or equivalent legislation as in effect in any applicable jurisdiction);
(b)	accounts receivable, general intangibles, instruments, contract rights, documents and chattel paper (including, without limitation, all rights to payment created by or arising from sales of goods, leases of goods or the rendition of services, no matter how evidenced, whether or not earned by performance);
(c)	all unpaid sellers’ or lessors’ rights (including, without limitation, rescission, replevin, reclamation and stoppage in transit) relating to any of the foregoing or arising therefrom;
(d)	all rights to any goods or merchandise represented by any of the foregoing;
(e)	all reserves and credit balances with respect to any such accounts receivable or account debtors;
(f)	all letters of credit, security or Guarantees of any of the foregoing;
(g)	all insurance policies or reports relating to any of the foregoing;
(h)	all collection or deposit accounts relating to any of the foregoing;
(i)	all books and records relating to any of the foregoing;
(j)	all instruments, contract rights, chattel paper, documents and general intangibles relating to any of the foregoing; and
(k)	all proceeds of any of the foregoing.

     “Reference Treasury Dealer” means Goldman, Sachs & Co. and its respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), Sanmina-SCI shall substitute therefor another Primary Treasury Dealer.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

-104-

     “Refinance” means, in respect of any Debt, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or Repay, or to issue other Debt, in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.

     “Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings. For purposes of the covenant described under “— Certain Covenants—Limitation on Asset Sales” and the definition of “Consolidated Interest Coverage Ratio,” Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.

     “Restricted Payment” means:

(a)	any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of Sanmina-SCI or any Restricted Subsidiary (including any such payment in connection with any merger or consolidation with or into Sanmina-SCI or any Restricted Subsidiary), except for any dividend or distribution that is made solely to Sanmina-SCI or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by Sanmina-SCI or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of Sanmina-SCI;
(b)	the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of Sanmina-SCI (other than from a Restricted Subsidiary);
(c)	the purchase, repurchase, redemption, acquisition or retirement for value, prior to the earliest of the Stated Maturity or the date for any sinking fund or amortization or other installment payment, of any Subordinated Debt (other than the purchase, repurchase, redemption, acquisition or retirement of any Subordinated Debt purchased in anticipation of satisfying a payment at the earliest of the Stated Maturity, or the date of any sinking fund or amortization or other installment obligation, in each case due within one year of the date of purchase, repurchase, redemption, acquisition or retirement); or
(d)	any Investment (other than Permitted Investments) in any Person.

     “Restricted Subsidiary” means any Subsidiary of Sanmina-SCI other than an Unrestricted Subsidiary.

     “Restructuring Plans” means each of the restructuring plans of Sanmina-SCI and its Subsidiaries as announced by Sanmina-SCI on (1) October 24, 2001 in Sanmina-SCI’s press release and earnings conference call relating to its fourth quarter ended September 29, 2001 and year-end results for fiscal 2001 and (2) on October 29, 2002 in Sanmina-SCI’s press release and earnings conference call relating to its fourth quarter ended September 28, 2002 and year-end results for fiscal 2002.

     “S&P” means Standard & Poor’s Ratings Service or any successor to the rating agency business thereof.

     “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby Sanmina-SCI or a Restricted Subsidiary transfers such Property to

-105-

another Person and Sanmina-SCI or a Restricted Subsidiary leases it from such Person. Neither a transaction solely between Sanmina-SCI and any of its Restricted Subsidiaries or between any Restricted Subsidiaries of Sanmina-SCI, nor a sale and leaseback transaction that is consummated within 180 days after the purchase of the assets subject to such transaction, shall be considered a Sale and Leaseback Transaction.

     “Second Lien Collateral Agent” means the collateral agent acting on behalf of the Holders, with respect to such Holders’ second priority interest in the Collateral, and its successors and assigns and who shall be State Street Bank and Trust Company of California, N.A., on the Issue Date.

     “Securities Act” means the Securities Act of 1933.

     “Security Documents” means the Intercreditor Agreement, the Pledge and Security Agreement to be entered into among the Second Lien Collateral Agent, Sanmina-SCI and the notes guarantors, the mortgages, the collateral access agreements, if any, and all other instruments, documents and agreements delivered by Sanmina-SCI or the notes guarantors in order to grant to the Second Lien Collateral Agent, for the benefit of Holders, a second priority lien on the Collateral as security for the obligations of Sanmina-SCI and the notes guarantors under the notes.

     “Security Period” means the period beginning on the Issue Date and ending on the date of the occurrence of the fall-away event.

     “Senior Debt” means:

(a) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Sanmina-SCI whether or not such post-filing interest is allowed in such proceeding) in respect of:

(1)	Debt of Sanmina-SCI for borrowed money; and
(2)	Debt of Sanmina-SCI evidenced by notes, debentures, bonds or other similar instruments permitted under the indenture for the payment of which Sanmina-SCI is responsible or liable;

(b)	all Capital Lease Obligations of Sanmina-SCI and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by Sanmina-SCI;
(c)	all obligations of Sanmina-SCI

(1)	for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction;
(2)	under Hedging Obligations; or
(3)	issued or assumed as the deferred purchase price of Property and all conditional sale obligations of Sanmina-SCI and all obligations under any title retention agreement permitted under the indenture; and

-106-

	(d)	all obligations of other Persons of the type referred to in clauses (a), (b) and (c) of this definition for the payment of which Sanmina-SCI is responsible or liable as Guarantor;
provided, however, that Senior Debt shall not include:
	(A)	Debt of Sanmina-SCI that is by its terms subordinate in right of payment to the notes;
	(B)	any Debt Incurred in violation of the provisions of the indenture;
	(C)	accounts payable or any other obligations of Sanmina-SCI to trade creditors created or assumed by Sanmina-SCI in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities);
	(D)	any liability for Federal, state, local or other taxes owed or owing by Sanmina-SCI;
	(E)	any obligation of Sanmina-SCI to any Subsidiary; or
	(F)	any obligations with respect to any Capital Stock of Sanmina-SCI.

     “Senior Debt” of any notes guarantor has a correlative meaning to the definition of Senior Debt.

     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” of Sanmina-SCI within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission. In no event shall an Unrestricted Subsidiary be considered a Significant Subsidiary for purposes of this definition.

     “special interest” has the meaning described under “— Principal, Maturity and Interest.”

     “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption or repurchase provision (but excluding any provision providing for the redemption or repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). Notwithstanding the foregoing, in the case of Sanmina-SCI’s Zero Coupon Convertible Subordinated Debentures due 2020 (the “Zero Coupon Debentures”), the Stated Maturity shall be September 12, 2005, which is the first date on which the holders of such Zero Coupon Debentures have the right to require Sanmina-SCI to purchase the Zero Coupon Debentures.

     “Subordinated Debt” means any Debt of Sanmina-SCI or any notes guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the notes or the applicable notes guarantee, as the case may be, pursuant to a written agreement to that effect. No Debt of Sanmina-SCI or a notes guarantor shall be deemed to be subordinated in right of payment to any other Debt of Sanmina-SCI or such notes guarantor solely by virtue of any Liens, Guarantees, maturity of payments or structural subordination.

-107-

     “Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by:

(a)	such Person;
(b)	such Person and one or more Subsidiaries of such Person; or
(c)	one or more Subsidiaries of such Person.

     “Suspension Period” means any period or periods beginning on the date of a fall-away event and ending on the earlier of (A) the date one or both Rating Agencies withdraw their ratings or downgrade the ratings assigned to the notes below investment grade ratings or (B) the date on which a Default or Event of Default occurs and is continuing.

     “Synthetic Lease” means an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, for U.S. federal income tax purposes, is characterized as the indebtedness of such Person (without regard to accounting treatment) and any related documents including any refinancings, extensions, renewals, defeasance, amendments, modifications, supplements, restructuring, replacements, refundings, repayments, payments, purchases, redemptions or retirements, or the entering into of other such leases or agreements, in exchange or replacement for, such agreement or lease.

     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

     “Unrestricted Subsidiary” means any Subsidiary of Sanmina-SCI that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary at the time of such designation:

(a)	is a Person with respect to which neither Sanmina-SCI nor any Restricted Subsidiary has an obligation to (1) subscribe for additional Capital Stock or (2) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;
(b)	has no Debt other than Debt:

(i) as to which neither Sanmina-SCI nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) is directly or indirectly liable as a Guarantor or otherwise, or (C) constitutes the lender; provided, however, Sanmina-SCI or a Restricted Subsidiary may loan, advance or extend credit to, or Guarantee the Debt of, an Unrestricted Subsidiary that is permitted under the covenant described under “— Certain Covenants—Limitation on Debt” and “— Certain Covenants—Limitation on Restricted Payments”;

-108-

(ii)

no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the notes, the notes guarantees or any Guarantee permitted by the proviso to the preceding clause (i)) of Sanmina-SCI or any of its Restricted Subsidiaries, in an aggregate amount greater than $50.0 million or its foreign currency equivalent at the time, to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(iii)

as to which the lenders have been notified in writing or have otherwise agreed in writing that they will not have any recourse to the stock or other Property of Sanmina-SCI or any Restricted Subsidiary, except for Debt that has been Guaranteed by Sanmina-SCI or any Restricted Subsidiary as permitted by the proviso to the preceding clause (i);

(c)

does not own any Capital Stock or holds any Lien on any Property of, Sanmina-SCI or any Restricted Subsidiary; and

(d)

is not a party to any agreement, contract, arrangement or understanding with Sanmina-SCI or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Sanmina-SCI or such Restricted Subsidiary than those that could reasonably be expected to be obtained at the time from any Person that is not an Affiliate of Sanmina-SCI or any Restricted Subsidiary.

     Any designation of a Subsidiary of Sanmina-SCI as an Unrestricted Subsidiary shall be evidenced by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted under the covenant described under “— Certain Covenants—Limitation on Restricted Payments.” If at any time any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Debt of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date, and, if such Debt is not permitted to be Incurred as of such date under the covenant described under “— Certain Covenants—Limitation on Debt,” Sanmina-SCI shall be in default of such covenant. The Board of Directors may at any time designate an Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (1) all Liens and Debt of such Unrestricted Subsidiary outstanding immediately following such designation, would, if Incurred at such time, have been permitted to be Incurred under the indenture, and (2) no Default or Event of Default would occur or be continuing follow such designation. The term “Unrestricted Subsidiary” shall also include any Subsidiary of an Unrestricted Subsidiary.

     “U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than the U.S. dollar, at or as of any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by Reuters (or, if Reuters ceases to provide such spot quotations, by any other reputable service as is providing such spot quotations, as selected by Sanmina-SCI) at approximately 11:00 a.m. (New York City time) on a day not more than two business days prior to such determination.

-109-

     “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

     “Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

     “Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the Capital Stock of which (except directors’ qualifying shares or shares required by applicable law to be held by third persons) is at such time owned, directly or indirectly, by Sanmina-SCI and its other Wholly Owned Restricted Subsidiaries.

Book-Entry System

     The exchange notes will be represented by permanent global exchange notes in definitive, fully registered book-entry form (each, a “global security”) which will be registered in the name of a nominee of The Depository Trust Company, or DTC, and deposited on behalf of holders of the exchange notes represented thereby with the trustee as custodian for DTC for credit to the respective accounts of the holders, or to such other accounts as they may direct, at DTC.

     You may hold your beneficial interests in a global security directly through DTC if you have an account with DTC or indirectly through organizations that have accounts with DTC (called “participants”).

     We expect that pursuant to procedures established by DTC upon the deposit of a global security with DTC, DTC will credit, on its book-entry registration and transfer system, the principal amount of exchange notes represented by such global security to the accounts of participants. Ownership of beneficial interests in global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in a global security will be shown on, and the transfer of those beneficial interests will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such global security other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global security.

     Payment of principal of and interest on the exchange notes represented by a global security will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the exchange notes represented thereby for all purposes under the indenture. We expect that upon receipt of any payment of principal of or interest on any global security, DTC will credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such global security as shown on the records of DTC. We expect that payments by participants or indirect participants to owners of beneficial interests in a global security held through such participants or indirect participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants or indirect participants.

-110-

     Neither Sanmina-SCI, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in a global security for any exchange note or for maintaining, supervising or reviewing any records relating to such beneficial interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in a global security owning through such participants.

     A global security may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A global security is exchangeable for certificated exchange notes only if:

• DTC notifies Sanmina-SCI that it is unwilling or unable to continue as a depositary for such global security or if at any time DTC ceases to be a “Clearing Agency” registered under the Exchange Act, and a successor depository is not appointed by Sanmina-SCI within 90 days or

• there shall have occurred and be continuing a Default or Event of Default with respect to the exchange notes represented by the global security.

     Any global security that is exchangeable for certificated exchange notes pursuant to one of the reasons set forth above will be exchanged for certificated exchange notes in authorized denominations and registered in such names as DTC or any successor depositary holding such global security may direct, which certificated notes will be legended, if required as described under “Notice to Investors.” Subject to the foregoing, a global security is not exchangeable, except for a global security of like denomination to be registered in the name of DTC or any successor depositary or its nominee. In the event that a global security becomes exchangeable for certificated exchange notes,

• certificated exchange notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof,

• payment of principal of, and premium, if any, and interest on, the certificated exchange notes will be payable, and the transfer of the certificated notes will be registerable, at the office or agency of Sanmina-SCI maintained for such purposes, and

• no service charge will be made for any registration of transfer or exchange of the certificated exchange notes, although Sanmina-SCI may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

     So long as DTC or any successor depositary for a global security, or any nominee, is the registered owner of such global security, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by such global security for all purposes under the indenture and the exchange notes. Except as set forth above, owners of beneficial interests in a global security will not be entitled to have the exchange notes represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of certificated exchange notes in definitive form and will not be considered to be the owners or holders of any exchange notes under such global security. Accordingly, each Person owning a beneficial interest in a global security must rely on the procedures of DTC or any successor depositary, and, if such Person is not a participant, on the procedures of the participant through which such Person owns its interest, to exercise any rights of a holder under the indenture. Sanmina-SCI understands that under existing industry practices, in the event that Sanmina-SCI requests any action of holders or that an owner of a beneficial interest in a global security desires to give or

-111-

take any action which a holder is entitled to give or take under the indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

     DTC has advised Sanmina-SCI that DTC is:

• a limited-purpose trust company organized under the laws of the State of New York,

• a member of the Federal Reserve System,

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code and

• a “clearing agency” registered under Section 17A of the Exchange Act.

     DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers (which may include the initial purchasers), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies (called “indirect participants”), that clear through or maintain a custodial relationship with a participant, either directly or indirectly. According to DTC, the foregoing information with respect to DTC has been provided to the industry for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

     Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in global securities among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither Sanmina-SCI nor the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

EXCHANGE OFFER; REGISTRATION RIGHTS

     Sanmina-SCI and the notes guarantors entered into a registration rights agreement with the initial purchasers (the “registration rights agreement”). Under the registration rights agreement, Sanmina-SCI and the notes guarantors agreed, jointly and severally, for the benefit of the holders of the original notes, that they will, at their cost and subject to certain exceptions, consummate the exchange offer described in this prospectus. For details regarding the exchange offer, see “The Exchange Offer.”

     Nevertheless, in the event that:

(1) applicable interpretations of the staff of the Commission do not permit Sanmina-SCI to effect the exchange offer described in this prospectus (the “registered exchange offer”);

-112-

(2) for any other reason:

• the registration statement of which this prospectus forms a part (the “exchange offer registration statement”) is not declared effective within 180 days after the date of the original issuance of the original notes; or

• the registered exchange offer is not consummated within 215 days after the original issuance of the original notes;

(3)	the initial purchasers so request with respect to original notes held by them that are not eligible to be exchanged for exchange notes in the registered exchange offer; or
(4)	any holder of original notes (other than an initial purchaser) notifies Sanmina-SCI in writing that:

• it is not eligible to participate in the registered exchange offer; or

• it may not resell the exchange notes to be acquired by it in the registered exchange offer to the public without delivering a prospectus and this prospectus contained in the exchange offer registration statement is not appropriate for such resales by such holder, then

Sanmina-SCI and the notes guarantors will, at their cost, use their reasonable efforts to:

(1)	as promptly as practicable and, in any event, no later than 45 days after Sanmina-SCI becomes aware that such filing obligation arises, file with the Commission a shelf registration statement covering resales of all transfer restricted notes (as defined below) the holders of which have provided the Selling Stockholder Information (as defined below),
(2)	cause the shelf registration statement to be declared effective under the Securities Act no later than 90 days after the filing of the shelf registration statement; and
(3)	keep the shelf registration statement continuously, effective (subject to certain exceptions) until the earlier of:

• two years (or such shorter period as may be established by any amendment to the two-year period set forth in Rule 144(k) under the Securities Act) following the date of original issuance of the original notes; or

• the date immediately following the date that all transfer restricted notes covered by the shelf registration statement have been sold pursuant thereto or otherwise cease to be transfer restricted notes (the “effectiveness period”).

     For purposes of the foregoing, a “transfer restricted note” means each original note and each exchange note to which clause (4) of the preceding paragraph is applicable, in each case upon the original issuance thereof and at all time subsequent thereto until the earliest to occur of:

-113-

(1)	the date on which any such original note has been exchanged by a person other than a participating broker-dealer for an exchange note (other than with respect to an exchange note as to which clause (4) of the preceding paragraph applies) pursuant to the registered exchange offer;
(2)	with respect to exchange notes received by participating broker-dealers in the exchange offer, the earlier of:

• the date on which such exchange note has been sold by such participating broker-dealer by means of the prospectus contained in the exchange offer registration statement; and

• the latest date by which Sanmina-SCI and the notes guarantors are required to keep the exchange offer registration statement effective under the registration rights agreement;

(3)	a shelf registration statement covering such original note or exchange note, as the case may be, has been declared effective by the Commission and such original note or exchange note, as the case may be, has been disposed of in accordance with such effective shelf registration statement;
(4)	such original note or exchange note, as the case may be, is sold pursuant to Rule 144 under circumstances in which the legend borne by such original note or exchange note relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by Sanmina-SCI or pursuant to the indenture;
(5)	the date on which such original note or exchange note, as the case may be, is eligible for distribution to the public without volume or manner of sale restrictions pursuant to Rule 144(k); or
(6)	the date on which such original note or exchange note, as the case may be, ceases to be outstanding for purposes of the indenture or any other indenture under which such original note or exchange note was issued.

     Sanmina-SCI in the case of original notes that are transfer restricted notes will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom such shelf registration statement was filed copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are reasonably required to permit unrestricted resales within the United States of the transfer restricted notes. A holder selling transfer restricted notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreements which are applicable to such holder (including certain indemnification obligations).

     Sanmina-SCI may require each holder requesting to be named as a selling security holder in the shelf registration statement to furnish to Sanmina-SCI such information (the “Selling Stockholder Information”) regarding the holder and the distribution of the original notes or exchange notes by the holder as Sanmina-SCI may from time to time reasonably require for the inclusion of the holder in the shelf registration statement.

-114-

Sanmina-SCI may refuse to name as a selling security holder any holder that fails to provide Sanmina-SCI with the Selling Stockholder Information.

     If:

(1)	the shelf registration statement has not been filed with the Commission on or prior to the 45th day following the date the obligation to file such shelf registration statement arises;
(2)	on or prior to the 180th day following the date of original issuance of the original notes, the exchange offer registration statement has been filed but has not been declared effective or on or prior to the 90th day following the date of filing the shelf registration statement, the shelf registration statement has not been declared effective;
(3)	on or prior to the 215th day following the date of original issuance of the original notes, neither the registered exchange offer has been consummated nor the shelf registration statement has been declared effective; or
(4)	after either the exchange offer registration statement or the shelf registration statement has been declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of original notes or exchange notes in accordance with and during the periods specified in the registration rights agreement (each such event referred to in clauses (a) through (d), a “registration default”), then

interest (“special interest”) will accrue on the principal amount of the applicable original notes which have not been registered and the applicable exchange notes specified in clause (4) above (in addition to the stated interest on the original notes and the exchange notes specified in clause (4) above) from and including the date on which any such registration default shall occur to but excluding the date on which all registration defaults have been cured. Special interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such registration default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. Sanmina-SCI will pay special interest, if any, on regular interest payment dates in the same manner as other interest. Sanmina-SCI will not pay special interest with respect to more than one registration default at a time.

     No holder of original notes or exchange notes that, in either case, are not transfer restricted notes shall be entitled to special interest payable in connection with the shelf registration statement unless and until such holder shall have provided to Sanmina-SCI the Selling Stockholder Information reasonably requested form the holder by Sanmina-SCI for use in connection with the shelf registration statement.

     The summary herein of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, copies of which are available upon request to Sanmina-SCI.

-115-

DESCRIPTION OF THE COLLATERAL AND INTERCREDITOR ARRANGEMENTS

General

     Capitalized terms set forth in this section but not otherwise defined herein shall have the meanings ascribed to them in the section entitled “Description of Notes.”

     The following description of the Collateral and intercreditor arrangements is subject to and qualified in its entirety by reference to the actual provisions of the Security Documents. We urge you to read those agreements and the indenture governing the notes because they, and not this description, define your rights as a holder of notes. Copies of the Security Documents and the indenture are available upon request to Sanmina-SCI at the address indicated under “Available Information”.

The Collateral

     The notes and the notes guarantees, collectively referred to as the “Second Lien Obligations,” are secured on a second priority basis by liens on the Collateral, second to all First Lien Obligations. The second priority liens on the Collateral run in favor of the Second Lien Collateral Agent for the benefit of the holders of the notes and any additional notes that are permitted to be issued under the indenture, and is subject to the terms of the Intercreditor Agreement described below.

     The Collateral securing the notes and the notes guarantees is the same collateral as that securing our New Credit Facility. The Collateral consists primarily of the following assets that are owned by us and our Domestic Restricted Subsidiaries, subject to certain limited exceptions:

• all of the capital stock of our Domestic Restricted Subsidiaries;

• 65% of the capital stock of certain of our non-U.S. subsidiaries held directly by us or one of our Domestic Restricted Subsidiaries; and

• substantially all of our other assets and the assets of our Domestic Restricted Subsidiaries, but excluding:

• our Office Campus;

• Property subject to Liens securing Capital Lease Obligations and Purchase Money Debt existing on the Issue Date or permitted to be incurred under clause (c) of the definition of “Permitted Debt” of the covenant under “Description of Notes—Certain Covenants—Limitation on Debt”;

• Property not taken as Collateral by the First Lien Collateral Agent; and

• Property constituting Collateral that is subsequently released as set forth under “— Releases of Collateral” below.

     The legal requirements for obtaining liens on particular items of Collateral (other than inventory, equipment and accounts receivable) is still being completed. We originally expected that such requirements

-116-

would be completed within 60 days of the date of issuance of the original notes. However, the First Lien Collateral Agent extended the period of time to complete such requirements and we expect will waive such completion with respect to Collateral of immaterial value. The First Lien Collateral Agent may grant further extensions in the future. Upon the First Lien Collateral Agent granting us an extension of time or waiver, then such extension of time or waiver shall automatically apply with respect to the Second Lien Obligations. Although it is contemplated that the second lien granted to the holders of the notes will be appropriately perfected under U.S. law, in certain overseas jurisdictions in which our foreign subsidiaries are located, local laws may limit the ability of the holders of the notes to hold a second lien in relation to the pledged stock of such foreign subsidiaries under such local laws.

     The Collateral may also be subject to liens in favor of holders of certain of our obligations other than the notes and the New Credit Facility. In addition to the notes and the additional notes, the indenture for the notes will permit us to incur additional secured debt (including the debt incurred under the New Credit Facility) up to the greater of $540 million or our Borrowing Base that may be secured by a first priority lien on the Collateral, as further described in “Description of Notes—Certain Covenants—Limitation on Liens.” We will also be permitted by the indenture to refinance the New Credit Facility and any such additional secured debt, in whole or in part, with debt secured by a first lien on the Collateral.

     Except in certain circumstances, the indenture for the notes permits obligations other than those described above to share either the first priority liens or the second priority liens on the Collateral as we elect. See “Description of Notes—Certain Covenants—Limitation on Liens” and the definition of “Permitted Liens” relating thereto. In addition, other debt permitted to be incurred under the indenture may be secured by other assets not included in the Collateral.

     Even though the holders of the notes have a second priority lien on the Collateral, to the extent that our other secured Debt and other secured Debt of the notes guarantors has either of the following:

(1)	a prior lien on the Collateral; or
(2)	a lien on other property that is not Collateral;

then in the case of (1) and (2), such other secured Debt will have a claim on that Collateral or that other property, as the case may be, that is prior to the claim of the notes and the notes guarantees on the same Collateral or property to the extent of the lesser of:

(x)	the value of the assets securing that other secured Debt; or
(y)	the amount of that other secured Debt.

     The Second Lien Collateral Agent’s ability to foreclose upon and sell the Collateral upon an Event of Default would be subject to the terms of the Intercreditor Agreement and limitations under bankruptcy and local laws, including the “one-action rule” in California. See “Risk Factors—The right to foreclose upon and sell the collateral upon an event of default would be subject to limitations under bankruptcy and local laws,” and “—No holder of any note can exercise any remedies while real property in California comprises part of the collateral other than in accordance with the provisions of the indenture because of the “one-action” rule in the State of California.”

-117-

     From and after the date the Security Documents are executed and delivered, if:

(1) we or any notes guarantor shall acquire any Property and either:

• we or such notes guarantor grants a first priority lien on such Property for the benefit of the lenders under the New Credit Facility or any replacement thereof; or

• if neither the New Credit Facility nor any replacement thereof exists, we or any notes guarantor grants a first priority lien on such Property for the benefit of the holder of First Lien Obligations; or

(2) a Domestic Restricted Subsidiary shall become a notes guarantor pursuant to the indenture,

then, we or such notes guarantor (in respect of the Property acquired) or such Domestic Restricted Subsidiary (in respect of all of its Properties that constitute Collateral), shall if necessary execute and deliver in respect of such Property or Properties, mortgages, deeds of trust, security agreements, pledge agreements or similar instruments (as applicable) and take all such other actions as may be deemed reasonably necessary by the Second Lien Collateral Agent to grant a second priority lien on those additional assets or the assets of such Domestic Restricted Subsidiary to the Second Lien Collateral Agent for the benefit of the holders of notes (to the extent such assets constitute Collateral). The execution of such additional Security Documents shall vest in the Second Lien Collateral Agent a perfected security interest, subject only to Permitted Liens and the Intercreditor Agreement, in such Property or Properties (to the extent such assets constitute Collateral) for the benefit of the Second Lien Collateral Agent on behalf of the Holders, and thereupon all provisions of the indenture and the Intercreditor Agreement relating to the Collateral shall be deemed to relate to such Property or Properties to the same extent and with the same force and effect.

     In addition, if no First Lien Obligations exist, if we or the notes guarantors acquire additional assets that constitute Collateral, we or the notes guarantor will be required by the Security Documents to grant a second priority lien on those additional assets to the Second Lien Collateral Agent for the benefit of the holders of Second Lien Obligations.

     The Second Lien Collateral Agent’s ability to foreclose upon and sell the Collateral upon an Event of Default would be subject to the terms of the Intercreditor Agreement and limitations under bankruptcy and local laws, including the “one-action rule” in California. See “Risk Factors—The right to foreclose upon and sell the collateral upon an event of default would be subject to limitations under bankruptcy and local laws, and “—No holder of any note can exercise any remedies while real property in California comprises part of the collateral other than in accordance with the provisions of the indenture because of the “one-action” rule in the State of California.”

Exercise of Remedies and Application of Proceeds

     All rights of the holders of the notes against the Collateral will be subject to the terms and provisions of an Intercreditor Agreement entered into among the First Lien Collateral Agent, the Second Lien Collateral Agent and us. Under the Intercreditor Agreement, the First Lien Collateral Agent essentially has complete control over the exercise of remedies in respect of the Collateral (with the rights of the Second Lien Collateral Agent and the holders of the notes accordingly limited).

-118-

     The decision of whether, and to what extent, to exercise remedies against the Collateral will be solely at the direction of the controlling party under the Intercreditor Agreement. Initially, and for so long as the New Credit Facility is in effect, the controlling party under the Intercreditor Agreement will be the First Lien Collateral Agent, acting at the direction of the lenders under the New Credit Facility. At any time when the New Credit Facility is not in effect, the controlling party will be a representative of the holders of First Lien Obligations then in existence. At any time when there are no First Lien Obligations, the controlling party will be the Second Lien Collateral Agent.

     The Second Lien Collateral Agent and the holders of the Second Lien Obligations secured by the second priority liens, including the holders of the notes, will not have any right to initiate or direct the exercise of remedies against the Collateral while any First Lien Obligations exist. As a result, even following an Event of Default under the indenture and an acceleration of the debt evidenced by the notes, neither the Second Lien Collateral Agent nor the holders of the notes will have any right or ability to exercise or cause the exercise of remedies against the Collateral while any First Lien Obligation exists.

     The controlling party will be entitled to commence the exercise of remedies against the Collateral only upon certain bankruptcy events or upon an event of default with respect to the obligations included in the class that the controlling party represents. If the Second Lien Collateral Agent (at a time when it is not the controlling party) or any holder of Second Lien Obligations receives any cash proceeds or other monies in respect of the Collateral by exercise of rights of set-off or otherwise at any time when the controlling party would be entitled to direct the exercise of remedies against the Collateral, such proceeds or monies will be required to be delivered to the controlling party to be applied in accordance with the Intercreditor Agreement.

     Under the Intercreditor Agreement, the controlling party has the right to control most decisions with respect to the Collateral in the event of our bankruptcy or the bankruptcy of any of the notes guarantors. The Second Lien Collateral Agent also agreed under the Intercreditor Agreement, on behalf of itself and each of the holders of the notes, not to contest the privity, validity or enforceability of the lien held by the First Lien Collateral Agent, or assert or claim the benefit of any marshalling, valuation, appraisal or similar rights that may be available to a junior secured creditor.

     The cash proceeds of any sales of, or collections on, any Collateral received upon or during the exercise of remedies will be applied pursuant to the Intercreditor Agreement in the following order of priority:

     First, to the payment of all collection and collateral administration expenses of the First Lien Collateral Agent or other representative of the holders of the First Lien Obligations (or, if no First Lien Obligations then exist, the Second Lien Collateral Agent);

• Second, to the payment of all First Lien Obligations, including the obligations under the New Credit Facility, to the extent they exist;

• Third, to the payment of all Second Lien Obligations, including the notes and the notes guarantees, on a pro rata basis; and

• Fourth, to us.

-119-

Releases of Collateral

     Upon the occurrence of the fall-away event, at our request, the Collateral shall be permanently released from the second priority lien in favor of the holders of the notes.

     In addition, the second priority liens on the Collateral shall be released in the following situations with respect to the Collateral discussed below:

• any asset included in the Collateral that is sold, transferred or otherwise disposed of in a transaction that will not violate the covenant described in “Description of Notes—Certain Covenants—Limitation on Asset Sales” will be released;

• upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the indenture, both (i) the assets of such Unrestricted Subsidiary and (ii) any Capital Stock of such Unrestricted Subsidiary held by Sanmina-SCI or any Restricted Subsidiary, shall be released;

• assets that become subject to Liens securing Capital Lease Obligations and Purchase Money Debt permitted to be incurred under clause (c) of the definition of “Permitted Debt” of the covenant under “Description of Notes—Certain Covenants—Limitation on Debt” shall be released;

• if the controlling party under the Intercreditor Agreement consents to any release of an asset from the first priority lien then we will be entitled to the release of that asset from the second priority lien upon request, unless the consent from the holders of the first priority lien is given in connection with a repayment of the First Lien Obligations;

• upon the merger, consolidation or sale of property of a notes guarantor or the sale or issuance of shares of Capital Stock of such notes guarantor resulting in such notes guarantor no longer being one of our Subsidiaries, in each case in accordance with the terms of the indenture, both (i) the assets of such notes guarantor and (ii) any Capital Stock of such notes guarantor held by us or any notes guarantor, shall be released;

• upon the release of a notes guarantor from its notes guarantee, the assets owned by such notes guarantor and Capital Stock of such notes guarantor held by us or any notes guarantor shall be released;

• any Receivables Program Assets owned by or transferred to a special purpose entity (and any Capital Stock of such special purpose entity held by us or any notes guarantors) in connection with a Receivables Program otherwise permitted by the indenture shall be released;

• assets of present or future notes guarantors (and any Capital Stock of such notes guarantor held by us or any notes guarantor) that have assets with a net book value equal to or less than $1.0 million shall be released upon the delivery by us to the trustee of an Officers’ Certificate certifying that the net book value of the assets of such notes guarantor is equal to or less than $1.0 million and requesting the release of such notes guarantor;

-120-

• if all of the stock of any of our Subsidiaries that are pledged to the holders of the notes is released from the second priority lien under any of the circumstances described above, then we will be entitled to have the assets of that Subsidiary released; and

• upon a legal defeasance or covenant defeasance effected by Sanmina-SCI as described in “Description of Notes—Defeasance” or upon a satisfaction and discharge effected by Sanmina-SCI as described in “Description of Notes—Satisfaction and Discharge,” all of the Collateral shall be released.

Amendment to Security Documents

     We and any notes guarantor shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the holders of the notes in any material respect except in the following circumstances:

(a)	if the controlling party under the Intercreditor Agreement agrees to any amendment or waiver of, or consent under, any provision of the collateral documents governing the First Lien Obligations, then such amendment, waiver or consent will automatically apply to the comparable provision in the Security Documents;
(b)	to effectuate a release of Collateral permitted under “— Releases of Collateral” above; or
(c)	with the written consent of Holders of a majority of the principal amount of the notes then outstanding or without the consent of any holder of the notes in accordance with the second to last paragraph under “Amendments and Waivers” in the section entitled “Description of Notes.”

     Notwithstanding the preceding paragraph, an amendment, waiver or consent granted by the First Lien Collateral Agent will not similarly modify the Security Documents if it would have the effect of imposing additional duties on the Second Lien Collateral trustee without its consent or permitting additional liens on the Collateral that are not permitted under the terms of the indenture.

-121-

DESCRIPTION OF MATERIAL DEBT

     The following summary of the principal terms of the instruments governing our material debt does not purport to be a complete description of all of the terms of these instruments and may not contain all of the information that may be important to you.

     4 1/4% Convertible Subordinated Debentures due 2004. On May 5, 1999, we issued $350.0 million in aggregate principal amount of 4 1/4% Notes due May 1, 2004 pursuant to an indenture, dated as of May 5, 1999, between us and Wells Fargo Bank Minnesota, National Association, as trustee. Interest on the 4 1/4% Notes is payable semi-annually on each May 1 and November 1. The 4 1/4% Notes are convertible into our common stock, at the option of the holder, at the current conversion price of approximately $22.167 per share, subject to adjustments in certain events. The 4 1/4% Notes are subordinated in right of payment to all of our existing and future senior debt (including the Notes), as described in the indenture. The 4 1/4% Notes are redeemable at our option at any time on or after May 6, 2002 at a redemption price of 101.70% if redeemed during the period from May 6, 2002 to April 30, 2003, 100.85% if redeemed during the 12-month period beginning May 1, 2003, and 100% on and after May 1, 2004, in each case plus accrued interest to the date of redemption.

     The holders of our 4 1/4% Notes may require us to repurchase the 4 1/4% Notes upon the occurrence of any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise) in connection with which all or substantially all of our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration which is not all or substantially all common stock that:

• is listed on, or immediately after the transaction or event will be listed on, a United States national securities exchange, or

• is approved, or immediately after the transaction or event will be approved, for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices.

     Zero Coupon Convertible Subordinated Debentures Due 2020. On September 12, 2000, we issued $1.66 billion in aggregate principal amount at maturity of Zero Coupon Debentures due September 12, 2020 pursuant to an indenture, dated as of September 12, 2000, between us and Wells Fargo Bank Minnesota, National Association, as trustee. The debentures were issued at an issue price of $452.89 per debenture. The debentures accrue original issue discount, and as a result, we do not pay interest on the debentures prior to maturity. The issue price of each debenture represents a yield to maturity of 4% per year, computed on a semi-annual basis. The debentures are subordinated to the prior payment of all senior debt, as defined in the indenture. The debentures are currently convertible into our common stock, at the option of the holder, at a ratio of approximately 6.4826 shares per $1,000 principal amount at maturity subject to adjustment in certain events. The debentures are redeemable at our option on or after September 12, 2005 at an aggregate purchase price equal to the issue price plus accrued original issue discount through the redemption date. The debentures are also subject to repurchase, at the option of the holder, on September 12, 2005, September 12, 2010, and September 12, 2015 at $552.08, $672.98, and $820.35, respectively, per $1,000 principal amount at maturity of the debentures. At our option, and subject to certain conditions, we may elect to pay the repurchase price in cash or shares of our common stock.

122

     The holders of the Zero Coupon Debentures may require us to repurchase the Zero Coupon Debentures upon the occurrence of any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise) in connection with which all or substantially all of our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration which is not all or substantially all common stock that:

• is listed on, or immediately after the transaction or event will be listed on, a United States national securities exchange, or

• is approved or immediately after the transaction or event will be approved, for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices.

     3% Convertible Subordinated Notes due 2007. On March 15, 2000, SCI issued $575.0 million aggregate principal amount of its 3% Notes due March 15, 2007 pursuant to an indenture, dated as of March 15, 2000, between SCI and Bank One Trust Company, National Association, as trustee. Interest on the 3% Notes is payable semi-annually on each March 15 and September 15. In connection with our acquisition of SCI, we entered into a supplemental indenture with respect to the 3% Notes providing a guaranty for the 3% Notes and allowing for the conversion of the 3% Notes into shares of our common stock at a conversion price of $41.35 per share, subject to adjustment in certain events. The 3% Notes are subordinated in right of payment to all existing and future senior debt, as defined in the indenture. The 3% Notes are redeemable at SCI’s option at any time on or after March 20, 2003 at a purchase price equal to 101.71% of the outstanding aggregate principal amount of the 3% Notes plus accrued interest thereon, with such purchase price declining ratably until maturity. If we default on debt having an outstanding principal amount of $50 million or more, an event of default will occur under the 3% Notes, and holders of the 3% Notes may accelerate our obligation to repay the 3% Notes.

     The holders of the 3% Notes may require us to repurchase the 3% Notes upon the occurrence of a termination of trading or a change of control. A termination of trading will be deemed to have occurred if our common stock is not (or other securities into which the 3% Notes are convertible are not):

• listed for trading on a United States national securities exchange, or

• approved for trading on the Nasdaq National Market or other established automated over-the-counter trading market in the United States.

     A change of control will be deemed to have accrued if any of the following occurs:

• any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of shares representing more than 50% of the combined voting power of then outstanding securities entitled to vote generally in the election of our directors;

• we consolidate with or merge into another person, or any other person merges into us, and in any such event our outstanding common stock is reclassified into or exchanged for any other property or securities, other than pursuant to a transaction in which our stockholders immediately before such transaction own, directly or indirectly shares of our voting stock representing:

123

at least a majority of the combined voting power of then outstanding securities entitled to vote generally in the election of directors of the corporation resulting from such transaction, and

substantially the same respective proportions of the corporation resulting from such transaction as their ownership of our voting stock immediately before such transaction;

• we and our subsidiaries, taken as a whole, sell, assign, convey, transfer or lease all or substantially all of our asset or our assets and assets of our subsidiaries, taken as whole, other than pursuant to sale, assignment, conveyance, transfer or lease to one or more of our wholly-owned subsidiaries; or

• individuals who on March 15, 2000 constituted our board of directors, together with any new director whose election or nomination for election was approved by a majority of our directors then in office who were previously either our directors on March 15, 2000 or whose election or nomination for election was so previously approved, cease for any reason to constitute a majority of our board of directors or the board of directors of our successor corporation.

     However, a change of control will not deemed to have occurred, under the first three bullets above, if either:

• the last sales price of our common stock for any five trading days during the ten consecutive trading days immediately (a) after the later of the occurrence or public announcement of a change of control under the first bullet above, or (b) preceding a change of control under the second or third bullet above, in any such event, is at least equal to 105% of the conversion price in effect on such day; or

• if at least 90% of the consideration in the change of control transaction consists of shares of capital stock traded on a United States national securities exchange or quoted on the Nasdaq National Market or other established automated over-the-counter trading market in the United States and as a result of such transaction, the 3% Notes become convertible solely into such capital stock.

Senior Secured Credit Facility

     In December 2002, we entered into a senior secured credit facility providing for a $275 million five-year term loan. The senior secured credit facility is an asset-based facility which will be tested from time to time against a borrowing base equal to 80% of eligible accounts receivable plus 50% of eligible inventory. If the outstanding principal amount of the term loan exceeds our borrowing base from time to time, we will be required to provide cash collateral in an amount equal to the excess. We may incur, at our option, additional loans of up to $25 million in principal amount if after giving pro forma effect to the loan, our borrowing base would be greater than 1.25 times the principal amount of the outstanding loans. Obligations under the senior secured credit facility are secured, subject to permitted liens, by a first priority security interest on substantially all of the assets of Sanmina-SCI and the subsidiary guarantors located in the United States, a pledge of the stock of Sanmina-SCI’s United States subsidiaries as well as a pledge of 65% of the stock of certain of Sanmina-SCI’s first-tier foreign subsidiaries, subject to some limited exceptions. All of our existing and future United States subsidiaries will guaranty the obligations under the senior secured credit facility, subject to some limited exceptions. Each subsidiary guarantee under the senior secured credit facility is secured, subject to permitted liens, by a first priority security interest in substantially all of the assets

124

located in the United States of the applicable subsidiary guarantor, as well as a pledge of all of the stock of such subsidiary guarantor’s United States subsidiaries and a pledge of 65% of the stock of certain of such subsidiary guarantor’s first-tier foreign subsidiaries, subject to limited exceptions.

     We will be required to make quarterly payments of principal on the senior secured credit facility such that the principal amortizes 1% in the first, second and third years, 20% in the fourth year, and 77% in the fifth year. Interest on the senior secured credit facility accrues, at our option, at a defined prime rate or a reserve adjusted Eurodollar rate. We may prepay the term loan in whole or in part at any time, at the following prepayment prices expressed as a percentage of the principal amount:

Period	Prepayment Price
Prior to December 23, 2003		103	%
December 23, 2003 through December 22, 2004		102	%
December 23, 2004 through December 22, 2005		101	%
December 23, 2005 and thereafter		100	%

     We are required to prepay the senior secured credit facility within 365 days of the receipt of net proceeds of certain asset sales to the extent such net proceeds are not re-invested in the business. We are also required to prepay the senior secured credit facility prior to the date of maturity of any of our convertible debt or the date on which any of our convertible debt becomes mandatorily redeemable if we are unable to demonstrate our ability to make the payment at maturity, or redemption payment and meet a minimum liquidity test on a pro forma basis.

     The senior secured credit facility requires us to comply with limits on capital expenditures, a senior leverage ratio and a net interest coverage ratio. Additionally, the senior secured credit facility contains numerous affirmative covenants, including covenants regarding payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. Further, the senior secured credit facility contains negative covenants limiting the ability of us and our subsidiaries, among other things, to incur debt, grant liens, make acquisitions, make certain restricted payments, sell assets and enter into sale and lease back transactions. The events of default under the senior secured credit facility include the failure to pay principal when due or to pay interest within three business days after it becomes due, failure to observe or perform covenants (subject to grace periods in certain cases), bankruptcy and insolvency events, defaults under certain of our other debt and a change in control of our company.

125

IMPORTANT U.S. FEDERAL INCOME TAX CONSIDERATIONS

     This section summarizes certain material U.S. federal income tax considerations relating to the exchange offer. This summary does not provide a complete analysis of all potential tax considerations. The information provided below is based on existing authorities. These authorities may change, or the Internal Revenue Service (the “IRS”) or a court might interpret the existing authorities differently, possibly on a retroactive basis. In either case, the tax consequences of purchasing, owning or disposing of notes could differ from those described below. The summary generally applies only to “U.S. Holders” that hold the notes as “capital assets” (generally, for investment). For this purpose, U.S. Holders include citizens or residents of the U.S. and corporations organized under the laws of the U.S. or any state. Trusts are U.S. Holders if they are subject to the primary supervision of a U.S. court and the control of one of more U.S. persons, and estates are U.S. Holders if their income is subject to U.S. income tax regardless of its source. For U.S. federal income tax purposes, income earned through a foreign or domestic partnership or other flow-through entity is attributed to its owners. Accordingly, if a partnership or other flow-through entity holds notes, the tax treatment of a holder will generally depend on the status of the partner or other owner and the activities of the partnership or other entity. The summary generally does not address tax considerations that may be relevant to particular investors because of their specific circumstances, or because they are subject to special rules. Finally, the summary does not describe the effect of the U.S. federal estate and gift tax laws or the effects of any applicable foreign, state, or local laws.

     Investors should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations and the consequences of federal estate and gift tax laws, foreign, state and local laws, and tax treaties.

     The exchange of original notes for exchange notes pursuant to the exchange offer should not be a taxable exchange for U.S. federal income tax purposes. Accordingly, a holder should have the same adjusted basis and holding period in the exchange notes as the holder had in the original notes immediately before the exchange.

-126-

PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after consummation of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer that requests it in the letter of transmittal for use in connection with any such resale. In addition, until                          , 200     , all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

     We will not receive any proceeds from any sale of exchange notes by brokers-dealers or any other persons. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     We have agreed to pay all expenses incident to this exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the original notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

     The broker-dealer further acknowledges and agrees that, upon receipt of notice from us of the happening of any event which makes any statement in the prospectus untrue in any material respect or which requires the making of any changes in the prospectus to make the statements in the prospectus not misleading, which notice we agree to deliver promptly to the broker-dealer, the broker-dealer will suspend use of the prospectus until we have notified the broker-dealer that delivery of the prospectus may resume and have furnished copies of any amendment or supplement to the prospectus to the broker-dealer.

WHERE YOU CAN FIND MORE INFORMATION

     This prospectus, which constitutes a part of the registration statement on Form S-4 that we have filed with the SEC under the Securities Act, does not contain all the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. We are referring you to the registration statement and to the exhibits for further information with respect to us and the exchange notes. The statements contained in this prospectus concerning the provisions of any document are not necessarily complete, and, in each instance, we refer you to the copy of such document filed as an exhibit

-127-

to the registration statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference.

     We are subject to the informational requirements of the Exchange Act and, in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of such material by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms. You can also find our SEC reports at the SEC website (http://www.sec.gov). Such reports, proxy statements and other documents and information concerning us are also available for inspection at the offices of Nasdaq, 1735 K Street, N.W., Washington D.C. 20006.

LEGAL MATTERS

     Certain legal matters relating to the validity of the notes offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Mario M. Rosati, a member of our board of directors and Christopher D. Mitchell, our secretary, are members of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

EXPERTS

     Our consolidated financial statements as of and for the fiscal year ended September 28, 2002, included in this prospectus, have been audited by KPMG LLP, independent public accountants, as stated in the copy of their report appearing herein. Our consolidated financial statements as of September 29, 2001, and for each of the two fiscal years in the period ended September 29, 2001, included in this prospectus, have been audited by Arthur Andersen LLP, independent public accountants, as stated in the copy of their report appearing herein. Arthur Andersen LLP issued the report as of the dates indicated on the report and such report has not been reissued. See “Risk Factors—You may be unable to pursue claims against Arthur Andersen LLP, our former independent accountants.” On May 13, 2002, we dismissed Arthur Andersen LLP as our independent accountants and retained KPMG LLP as our independent accountants.

-128-

SANMINA-SCI CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements		Page
	Independent Auditors’ Report		F-2
	Report of Independent Public Accountants		F-3
	Consolidated Balance Sheets as of September 28, 2002 and September 29, 2001		F-4
	Consolidated Statements of Operations for the years ended September 28, 2002, September 29, 2001, and September 30, 2000		F-5
	Consolidated Statements of Comprehensive Income (Loss) for the years ended September 28, 2002, September 29, 2001, and September 30, 2000		F-5
	Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2000, September 29, 2001 and September 28, 2002		F-6
	Consolidated Statements of Cash Flows for the years ended September 28, 2002, September 29, 2001, and September 30, 2000		F-7
	Notes to Consolidated Financial Statements		F-8
Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Statements of Operations for the three months ended December 28, 2002 and December 29, 2001		F-49
	Condensed Consolidated Balance Sheets as of December 28, 2002 and September 28, 2002		F-50
	Condensed Consolidated Statements of Cash Flows for the three months ended December 28, 2002 and December 29, 2001		F-51
	Notes to Condensed Consolidated Financial Statements		F-52

F-1

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders

Sanmina-SCI Corporation:

     We have audited the accompanying consolidated balance sheet of Sanmina-SCI Corporation and subsidiaries as of September 28, 2002, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of Sanmina-SCI’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The accompanying consolidated balance sheet of Sanmina-SCI Corporation and subsidiaries as of September 29, 2001 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flow for each of the years in the two-year period ended September 29, 2001 were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those consolidated financial statements in their report dated October 22, 2001.

     We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sanmina-SCI Corporation and subsidiaries as of September 28, 2002, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

     As discussed in Note 2 to the consolidated financial statements, Sanmina-SCI adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” on September 30, 2001.

/s/ KPMG LLP

Mountain View, California
October 28, 2002 (except with respect to
Note 13, for financial information as of
and for the year ended September 28,
2002, which is as of March 19, 2003)

F-2

     Sanmina-SCI is including in this prospectus the prior year’s Report of Independent Public Accountants from the prior independent public accountants, Arthur Andersen LLP. This report was previously issued by Arthur Andersen LLP, for filing with our Annual Report on Form 10-K for fiscal 2001, and has not been reissued by Arthur Andersen LLP. This report refers to previous consolidated financial statements which are not included in this prospectus (consisting of the consolidated balance sheet as of September 30, 2000 and the consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for the year ended October 2, 1999).

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We have audited the accompanying consolidated balance sheets of Sanmina-SCI Corporation (a Delaware Corporation) and subsidiaries as of September 29, 2001 and September 30, 2000 and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September 29, 2001. These financial statements are the responsibility of Sanmina-SCI’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sanmina-SCI Corporation and subsidiaries as of September 29, 2001 and September 30, 2000, and the results of their operations and their cash flows for each of the three years in the period ended September 29, 2001 in conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

San Jose, California
October 22, 2001
(except with respect to the matters
discussed in Note 14, as to which the
date is December 6, 2001)

F-3

SANMINA-SCI CORPORATION

CONSOLIDATED BALANCE SHEETS

			As of
			September 28,			September 29,
			2002			2001
			(in thousands, except
			per share data)
Assets:
Current assets:
	Cash and cash equivalents		$	1,064,534		$	567,649
	Short-term investments			99,140			820,742
	Accounts receivable, net of allowances of $86,224 and $48,605 in 2002 and 2001, respectively			1,394,515			409,845
	Inventories			1,123,016			503,822
	Deferred income taxes — current			312,184			159,899
	Income taxes receivable			33,591			93,107
	Prepaid expenses and other			132,058			28,229
		Total current assets		4,159,038			2,583,293
	Property, plant and equipment, net			1,084,454			632,590
	Goodwill and intangibles			2,148,827			294,397
	Long-term investments			73,955			98,514
	Deposits and other			51,783			31,537
		Total assets	$	7,518,057		$	3,640,331
Liabilities and Stockholders’ Equity:
Current liabilities:
	Current portion of long-term debt		$	265,899		$	15,800
	Accounts payable			1,279,451			332,471
	Accrued liabilities			366,500			98,132
	Accrued payroll and related benefits			142,139			45,934
		Total current liabilities		2,053,989			492,337
Long-term liabilities:
Long-term debt, net of current portion				1,975,331			1,218,608
Deferred income tax liability				17,184			60,998
Other				56,838			27,408
		Total long-term liabilities		2,049,353			1,307,014
Commitments and contingencies (Note 6)
Stockholders’ equity:
	Preferred stock, $.01 par value, authorized 5,000 shares, none outstanding			—			—
	Common stock, $.01 par value, authorized 1,000,000 shares, outstanding 525,032 and 322,309 shares, respectively			5,254			3,224
	Treasury stock, 18,880 and 3,490 shares, respectively, at cost			(190,261	)		(45,892	)
	Additional paid-in capital			5,675,401			1,265,965
	Accumulated other comprehensive loss			(10,305	)		(13,696	)
	Retained earnings (deficit)			(2,065,374	)		631,379
		Total stockholders’ equity		3,414,715			1,840,980
		Total liabilities and stockholders’ equity	$	7,518,057		$	3,640,331

See accompanying notes.

F-4

SANMINA-SCI CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

			Year Ended
			September 28,			September 29,			September 30,
			2002			2001			2000
			(in thousands, except per share amounts)
Net sales			$	8,761,630		$	4,054,048		$	4,239,102
Cost of sales				8,386,929			3,512,579			3,562,430
	Gross profit			374,701			541,469			676,672
Operating expenses:
	Selling, general and administrative			287,625			239,683			235,720
	Amortization of goodwill and intangibles			5,757			26,350			23,545
	Goodwill impairment and write down of intangible assets			2,670,000			40,308			8,750
	Merger and integration costs			3,707			12,523			19,863
	Restructuring costs			171,795			159,132			27,338
		Total operating expenses		3,138,884			477,996			315,216
Operating income (loss)				(2,764,183	)		63,473			361,456
	Interest income			25,292			72,333			42,693
	Interest expense			(97,833	)		(55,218	)		(46,796	)
	Other income (expense)			21,832			2,204			(7,382	)
Other income (expense), net				(50,709	)		19,319			(11,485	)
Income (loss) before provision for income taxes				(2,814,892	)		82,792			349,971
Provision (benefit) for income taxes				(118,139	)		42,346			139,877
Net income (loss)			$	(2,696,753	)	$	40,446		$	210,094
Earnings (loss) per share: Basic			$	(5.60	)	$	0.13		$	0.69
Earnings (loss) per share: Diluted			$	(5.60	)	$	0.12		$	0.65
Shares used in computing per share amounts:
	Basic			481,985			319,360			304,824
	Diluted			481,985			330,229			337,350

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

		Year Ended
		September 28,				September 29,			September 30,
			2002			2001			2000
		(in thousands)
Net income (loss)			$	(2,696,753	)	$	40,446		$	210,094
Other comprehensive income (loss), net of tax:
Unrealized holding gain (loss) on investments				(4,748	)		4,865			435
Foreign currency translation adjustment				6,918			(7,464	)		(4,260	)
	Comprehensive income (loss)		$	(2,694,583	)	$	37,847		$	206,269

See accompanying notes.

F-5

SANMINA-SCI CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Common Stock and
	Additional
	Paid-in Capital						Treasury Stock						Accumulated
													Other
	Number of						Number of						Comprehensive			Retained
	Shares			Amount			Shares			Amount			Income (Loss)			Earnings			Total
	(in thousands)
BALANCE AT OCTOBER 2, 1999		288,443		$	497,426			—			—		$	(3,334	)	$	392,363		$	886,455
Exercise of common stock options		5,970			42,676			—			—			—			—			42,676
Issuance of common stock under employee stock purchase plan		2,860			33,934			—			—			—			—			33,934
Director and executive officer stock grants		62			1,331			—			—			—			—			1,331
Conversion of subordinated debt		146			2,373			—			—			—			—			2,373
Cumulative translation adjustment		—			—			—			—			(6,871	)		—			(6,871	)
Unrealized holding gain on investments		—			—			—			—			702						702
Income tax benefit of disqualified dispositions		—			54,186			—						—			—			54,186
Adjustment to conform year end of pooled entity		—			—			—			—			—			(6,265	)		(6,265	)
Sale of common stock		19,100			540,178			—			—			—			—			540,178
Net income		—			—			—			—			—			210,094			210,094
BALANCE AT SEPTEMBER 30, 2000		316,581			1,172,104			—			—			(9,503	)		596,192			1,758,793
Exercise of common stock options		4,052			34,644			—			—			—			—			34,644
Issuance of common stock under employee stock purchase plan		1,627			22,567			—			—			—			—			22,567
Conversion of subordinated debt		49			3,059			—			—			—			—			3,059
Cumulative translation adjustment		—			—			—			—			(12,039	)		—			(12,039	)
Unrealized holding gain on investments		—			—			—			—			7,846			—			7,846
Income tax benefit of disqualified dispositions		—			36,815			—			—			—			—			36,815
Adjustment to conform year end of pooled entity		—			—			—			—			—			(5,259	)		(5,259	)
Repurchase of common stock		—			—			(3,490	)		(45,892	)		—			—			(45,892	)
Net income		—			—			—			—			—			40,446			40,446
BALANCE AT SEPTEMBER 29, 2001		322,309			1,269,189			(3,490	)		(45,892	)		(13,696	)		631,379			1,840,980
Exercise of common stock options		1,166			8,390			—			—			—			—			8,390
Issuance of common stock under employee stock purchase plan		882			8,812			—			—			—			—			8,812
Conversion of subordinated debt		118			1,771			—			—			—			—			1,771
Cumulative translation adjustment		—			—			—			—			10,809			—			10,809
Unrealized holding (loss) on investments		—			—			—			—			(7,418	)		—			(7,418	)
Income tax benefit of disqualified dispositions		—			2,000			—			—			—			—			2,000
Issuance of common stock for SCI merger		200,623			4,389,991			(1,552	)		(48,969	)		—			—			4,341,022
Issuance of common stock for Viking merger		390			4,000			—			—			—			—			4,000
Deferred compensation, net of amortization		—			(3,811	)		—			—			—			—			(3,811	)
Repurchase of common stock		—			—			(13,838	)		(95,400	)		—			—			(95,400	)
Other, net		(456	)		313			—			—			—			—			313
Net loss		—			—			—			—			—			(2,696,753	)		(2,696,753	)
BALANCE AT SEPTEMBER 28, 2002		525,032		$	5,680,655			(18,880	)	$	(190,261	)	$	(10,305	)	$	(2,065,374	)	$	3,414,715

See accompanying notes.

F-6

SANMINA-SCI CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

		September 28,			September 29,			September 30,
		2002			2001			2000
		(in thousands)
Cash Flows from operating activities:
Net income (loss)		$	(2,696,753	)	$	40,446		$	210,094
Adjustments to reconcile net income (loss) to cash provided by operating activities:
	Adjustment to conform year end of pooled entities		—			(5,259	)		(6,265	)
	Depreciation and amortization		249,572			180,793			165,220
	Restructuring costs		99,585			99,953			714
	Provision (benefit) for doubtful accounts		(1,421	)		29,727			15,974
	Deferred income taxes		27,682			(73,725	)		(47,788	)
	Tax benefit of disqualified dispositions		2,000			36,815			54,186
	(Gain) loss on disposal of property and equipment		9,322			3,675			(63	)
	(Gain) loss from investment in 50% or less owned companies		4,512			—			—
	(Gain) loss from repurchase of convertible notes		(54,493	)		—			—
	Write-off of cost method investments		23,284			—			—
	Goodwill impairment and write down of intangible assets		2,670,000			40,308			8,750
	Other, net		4,752			—			—
Changes in operating assets and liabilities, net of acquisitions:
	Accounts receivable		114,747			269,206			(341,637	)
	Account receivable securitization		(211,013	)		—			—
	Inventories		777,186			142,534			(236,187	)
	Prepaid expenses, deposits and other		10,703			(23,825	)		(19,589	)
	Accounts payable and accrued liabilities		(161,147	)		(198,274	)		248,184
	Income tax accounts		(45,199	)		(140,847	)		37,583
Cash provided by operating activities			823,319			401,527			89,176
Cash Flows from investing activities:
	Purchases of short-term investments		(488,652	)		(2,078,081	)		(313,523	)
	Proceeds from maturities of short-term investments		1,202,903			1,530,493			366,672
	Purchases of long-term investments		—			(42,597	)		(2,861	)
	Purchases of property, plant and equipment		(92,991	)		(187,531	)		(205,596	)
	Cash paid for businesses acquired, net		(319,941	)		(71,667	)		(202,664	)
	Proceeds from sale of assets		3,973			3,957			—
Cash provided by (used for) investing activities			305,292			(845,426	)		(357,972	)
Cash Flows from financing activities:
	Payments on line of credit, net		—			(2,602	)		(140,000	)
	Proceeds from notes and credit facilities, net		1,643,482			8,529			68,679
	Issuance (repurchase) of convertible notes, net of issuance costs		(125,466	)		—			734,882
	Payments of long-term liabilities, net		—			(1,555	)		(164,968	)
	Payments of long-term debt		(2,052,967	)		(14,333	)		(301	)
	Proceeds from sale of common stock, net of issuance costs		17,545			57,211			623,798
	Repurchase of common stock		(116,344	)		(24,929	)		—
Cash provided by (used for) financing activities			(633,750	)		22,321			1,122,090
	Effect of exchange rate changes		2,024			(9,015	)		(4,333	)
Increase (decrease) in cash and cash equivalents			496,885			(430,593	)		848,961
Cash and cash equivalents at beginning of year			567,649			998,242			149,281
Cash and cash equivalents at end of year			1,064,534		$	567,649		$	998,242
Supplemental disclosure of cash flow information
	Cash paid during the year for:
	Interest	$	79,465		$	20,494		$	46,220
	Income taxes (refunds received)	$	(124,529	)	$	220,495		$	95,286
Non-cash financing information:
	Conversion of subordinated notes to equity	$	1,771		$	3,059		$	2,373
	Common stock issued for acquisitions	$	4,393,991		$	—			—

See accompanying notes.

F-7

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization of Sanmina-SCI

     Sanmina-SCI Corporation (“Sanmina-SCI,” “we,” “us”) was incorporated in Delaware in 1989 to acquire its predecessor company, which had been in the printed circuit board and backplane business since 1980. On December 6, 2001, we acquired SCI Systems, Inc. (“SCI”), in a purchase business combination whereby SCI was merged into a wholly owned subsidiary (see Note 8). Sanmina-SCI is a leading independent global provider of customized, integrated electronics manufacturing services, or EMS. We provide these services to original equipment manufacturers, or OEMs, primarily in the communications, computing, multimedia, industrial, defense and aerospace, medical and automotive industries. Sanmina-SCI’s services consist primarily of product design and engineering, including initial development, detailed design and services in connection with preproduction, volume manufacturing of complete systems, components and subassemblies, final system assembly and test, direct order fulfillment and after-market product service and support. System components and subassemblies that we manufacture include volume and high-end printed circuit boards, backplanes and backplane assemblies, enclosures, cable assemblies, and memory modules. As of September 2002, we manufacture products in approximately 100 decentralized plants, consisting of more than 62 electronics assembly facilities, nine printed circuit board fabrication facilities, nine cable assembly facilities, 20 enclosure assembly facilities, as well as other specialized manufacturing facilities, located both domestically and internationally. In addition, our global technology solutions group has operations in 15 design centers located in seven countries. Our domestic plants are located in key electronics industry centers including Silicon Valley, Southern California, New England, Texas, Northern Alabama, the Research Park Triangle area, New York, as well as in several other locations. Internationally, we have plants in Australia, Latin America (Brazil and Mexico), Canada, Western Europe (United Kingdom, Ireland, France, Germany, Spain, Sweden, the Netherlands and Finland), Eastern Europe (the Czech Republic and Hungary), Israel and Asia (Peoples’ Republic of China, Hong Kong, Japan, Malaysia, Singapore, and Thailand). In addition to these facilities, we have invested in strategic joint ventures and may make additional strategic investments in the future. To date, these strategic investments have not had a significant impact on our operating results or financial position.

Note 2. Summary of Significant Accounting Policies

     Fiscal Year. Sanmina-SCI operates on a 52 or 53-week year ending on the Saturday nearest September 30. Accordingly, the 2000 fiscal year ended on September 30, the 2001 fiscal year ended on September 29, and the 2002 fiscal year ended on September 28. All general references to years relate to fiscal years unless otherwise noted.

     Principles of Consolidation. The consolidated financial statements include the accounts of Sanmina-SCI and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

     Foreign Currency Translation. For foreign subsidiaries using the local currency as their functional currency, assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of these translation adjustments are reported as a separate component of stockholders’ equity. Exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved and

F-8

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

remeasurement adjustments for foreign operations where the U.S. dollar is the functional currency are included in other income (expense) in the accompanying consolidated statements of operations.

     Hedging Activities. Effective in the first quarter of fiscal 2001, Sanmina-SCI accounts for hedging activities in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB Statement No. 133.” SFAS No. 133 requires that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value. The statement also requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Sanmina-SCI enters into short-term foreign currency forward contracts to hedge only those currency exposures associated with certain assets and liabilities denominated in foreign currencies. These contracts’ fair value of $135.6 million at September 28, 2002 is recorded in short-term investments on the consolidated balance sheet with corresponding gains or losses in other income (expense) on the consolidated statement of operations. These foreign exchange contracts did not have a significant impact on the results of operations for fiscal 2002 and 2001.

     Management Estimates and Uncertainties. The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made in preparing the consolidated financial statements relate to the allowances for accounts receivable, reserves for inventory, restructuring costs, environmental matters, and determining fair values of reporting units for purposes of goodwill impairment tests. Actual results could materially differ from these estimates.

     Financial Instruments and Concentration of Credit Risk. Financial instruments consist of cash and cash equivalents, short-term investments, foreign currency forward contracts, accounts receivable, accounts payable and short- and long-term debt obligations. With the exception of certain of our long-term debt obligations, the fair value of these financial instruments approximates their carrying amount as of September 28, 2002 and September 29, 2001 because of the short maturity of those instruments. As of September 29, 2001, the fair value of then outstanding 9 1/2% Senior Subordinated Notes due 2008 (“the 9 1/2% Notes”) was $13.0 million with a carrying amount of $12.1 million. The 9 1/2% Notes were repurchased in fiscal 2002 (see Note 4). The estimated fair values of certain of our long-term debt obligations, based on quoted market prices, as of September 28, 2002 are as follows:

	Carrying Amount		Fair Value
	(in thousands)
Convertible Subordinated Notes due 2004	$	292,867	$	258,455
Zero Coupon Convertible Subordinated Notes due 2020		689,188		229,155
3% Convertible Subordinated Notes due 2007		566,589		349,869

     As of September 28, 2002, Sanmina-SCI had no significant off balance sheet concentrations of credit risk such as foreign currency exchange contracts or other hedging arrangements. Financial instruments that

F-9

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

subject Sanmina-SCI to credit risk consist of cash and cash equivalents, short-term investments and trade accounts receivable. Sanmina-SCI maintains the majority of its cash, cash equivalents and short-term investment balances with financial institutions. Sanmina-SCI has not experienced any significant losses on these investments to date. One of the most significant credit risks is the ultimate realization of accounts receivable. This risk is mitigated by (i) sales to well established companies, (ii) ongoing credit evaluation of its customers, and (iii) frequent contact with our customers, especially our most significant customers, thus enabling Sanmina-SCI to monitor current changes in business operations and to respond accordingly. Sanmina-SCI considers these concentrations of credit risks in establishing its allowance for doubtful accounts and management believes these allowances are adequate. Sanmina-SCI’s two largest customers each represented more than 10% of our gross accounts receivable as of September 28, 2002. Sanmina-SCI had no customer representing greater than 10.0% of gross accounts receivable at September 29, 2001.

     Cash Equivalents. Sanmina-SCI considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

     Short Term Investments. Sanmina-SCI’s investments are classified as available for sale and are recorded at their fair value, as determined by quoted market prices, with unrealized holding gains or losses classified as a separate component of stockholders’ equity. Upon sale of the investments, any previously unrealized holding gains or losses are recognized in results of operations. The specific identification method is used to determine the cost of securities sold. Realized gains and losses were not material for fiscal 2002 and 2001. As of September 28, 2002, the difference between the aggregate fair value and cost basis was a net unrealized gain of $751,000. The value of Sanmina-SCI’s investments by major security type is as follows:

	As of September 28, 2002
	Amortized Cost		Aggregate Fair Value		Unrealized Gain		Unrealized Loss
	(in thousands)
U.S. government and agency securities	$	31,605	$	31,972	$	367		—
State and municipal securities		—		—		—		—
U.S. corporate and bank debt		101,542		101,926		385		(1	)
	$	133,147	$	133,898	$	752	$	(1	)

	As of September 28, 2001
	Amortized Cost		Aggregate Fair Value		Unrealized Gain		Unrealized Loss
	(in thousands)
U.S. government and agency securities	$	322,135	$	324,667	$	2,598	$	(66	)
State and municipal securities		36,298		36,651		353		—
U.S. corporate and bank debt		919,487		924,771		5,290		(6	)
	$	1,227,920	$	1,286,089	$	8,241	$	(72	)

     As of September 28, 2002, approximately $34.8 million of the total cash and cash equivalents balance consists of investments in debt securities. As of September 29, 2001, approximately $465.3 million of the total cash and cash equivalents balance of $567.6 million consist of investments in debt securities. The

F-10

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

remaining balance of the total investments in debt securities is classified as short-term investments. As of September 28, 2002, securities with a fair value of $131.7 million mature within one year and $2.2 million mature beyond one year; however, as management’s intent is to hold these securities for less than one year, all these securities are being classified as short-term.

     Long-Term Investments. In fiscal year 1999, Sanmina-SCI entered into a lease facility to finance the acquisition of certain San Jose, California facilities, where it has established its corporate headquarters and certain of its assembly operations. In connection with this transaction, Sanmina-SCI pledged $52.9 million of its cash and investments to the bank as collateral for certain obligations of the lease, which is included in long-term investments on the accompanying consolidated balance sheets (see Note 6).

     In fiscal 2001, Sanmina-SCI obtained a 49.9% ownership interest in INBOARD, the remainder of which is owned by Siemens AG. INBOARD is a manufacturer of complex printed circuit boards and is located in Germany. This investment is accounted for using the equity method of accounting. Sanmina-SCI records its equity in the income or losses of INBOARD generally one month in arrears. Sanmina-SCI records this investment on the consolidated balance sheets in long-term investments and its share of INBOARD’s earnings or losses as other income (expense) on the consolidated statements of operations. The impact of the INBOARD investment was immaterial to the results of operations for fiscal 2002 and 2001.

     Sanmina-SCI also has various minority equity investments in nonpublic companies that are carried at the lower of cost or estimated fair value. Sanmina-SCI monitors these investments for impairment and records appropriate reductions in carrying values when necessary. In the fourth quarter of fiscal 2002, as a result of a periodic review of the value of our investments in private companies, management determined that the carrying amount of certain investments was not recoverable and, accordingly, wrote off these investments, totaling approximately $23.3 million. There can be no assurance that further write downs of the remaining investments, totaling approximately $21.1 million as of September 28, 2002, will not occur in the future.

     Inventories. Inventories are stated at the lower of cost (first-in, first-out method) or market. Cost includes labor, material and manufacturing overhead. Provisions when required are made to reduce excess inventories to their estimated net realizable values. It is possible that estimates of net realizable values can change in the near term. The components of inventories, net of provisions, are as follows:

	As of
	September 28, 2002		September 29, 2001
	(in thousands)
Raw materials	$	742,351	$	356,939
Work-in-process		235,497		57,886
Finished goods		145,168		88,997
Total	$	1,123,016	$	503,822

     Property, Plant and Equipment, net. Property, plant, and equipment are stated at cost or, in the case of property and equipment acquired through business combinations accounted for as a purchase, initially at fair value based upon the allocated purchase price at the acquisition date. Depreciation and amortization are provided on a straight-line basis over 20 to 40 years for buildings, five years for machinery and equipment

F-11

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

and five years for furniture and fixtures or in the case of leasehold improvements, over the remaining term of the related lease, if shorter. Property, plant and equipment consists of the following:

	As of
	September 28, 2002			September 29, 2001
	(in thousands)
Machinery and equipment	$	2,195,016		$	1,094,895
Furniture and fixtures		22,804			21,802
Leasehold improvements		101,350			82,900
Land and buildings		588,711			239,152
		2,907,881			1,438,749
Less: Accumulated depreciation and amortization		(1,899,698	)		(895,546	)
		1,008,183			543,203
Construction in progress		76,271			89,387
Net property, plant and equipment	$	1,084,454		$	632,590

     Exit Costs. We account for exit or restructuring costs in accordance with Emerging Issue Task Force Issue No., (“EITF”), 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”) and EITF 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination” (“EITF 95-3”). The recognition of the restructuring charges requires that we make certain judgments and estimates regarding the nature, timing, and amount of costs associated with the planned exit activity, including estimating sublease income and the fair value less costs to sell of equipment to be disposed of. At the end of each reporting period, we evaluate the remaining accrued balances to ensure adequacy, that no excess accruals are retained, and the utilization of the provisions are for their intended purposes in accordance with developed exit plans. SFAS No. 146, which will be effective for exit or disposal activities initiated after December 31, 2002 (see further discussion under “Recent Accounting Pronouncements” below), supersedes EITF 94-3 and may impact the accounting treatment for restructuring costs recorded in fiscal 2003 and subsequent periods.

     Impairment of Long-Lived Assets. Sanmina-SCI reviews long-lived and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with SFAS No. 121, “Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.” An asset is considered impaired if its carrying amount exceeds the future net cash flow the asset is expected to generate. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair market value. Sanmina-SCI assesses the recoverability of its long-lived and intangible assets by determining whether the unamortized balances can be recovered through undiscounted future net cash flows of the related assets. The amount of impairment, if any, is measured based on projected discounted future net cash flows using a discount rate reflecting Sanmina-SCI’s average cost of capital.

     During the fourth quarter of 2001 and the third quarter of fiscal 2000, evaluations under SFAS No. 121 indicated that the fair value of certain intangible assets and unamortized goodwill originally acquired as part of the June 2000 Hadco merger were less than their carrying value. Accordingly, we recorded an adjustment to write down $40.3 million in 2001 and $8.8 million in 2000 of intangible assets and unamortized

F-12

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

goodwill. The fair value of the intangible assets and unamortized goodwill at the time of the original acquisition by Sanmina-SCI was based on expected future cash flows to be generated from the assets based on the facts and circumstances that existed at the date the acquisition was completed. The existing customer relationships, in-place workforce, tradename and trademarks and unamortized goodwill, valued at the time of the original acquisition, became impaired in the quarter ended September 29, 2001 due to closure or consolidation of the related manufacturing facilities. As a result, based on future expected discounted cash flows from the customer base, from experienced and expected work force attrition and from future utilization of tradename and trademarks, we recorded a write down to the carrying value of these intangible assets and allocated goodwill in the amounts of $10.6 million, $3.7 million, $3.6 million and $22.4 million, respectively, in the fourth quarter of fiscal 2001 and a write down to the carrying values of customer relationships and in-place workforce intangible assets in the amounts of $7.5 million and $1.3 million, respectively, in the third quarter of fiscal 2000.

     Goodwill and Intangibles. Costs in excess of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in a purchase business combination are recorded as goodwill. SFAS No. 142, “Goodwill and Other Intangible Assets,” requires that companies no longer amortize goodwill, but instead test for impairment at least annually using a two-step approach. Sanmina-SCI adopted SFAS No. 142 in the first quarter of fiscal 2002 and no longer amortizes goodwill. Sanmina-SCI evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any. Sanmina-SCI completed the first step of the transitional goodwill impairment test in the quarter ended March 30, 2002 and determined that no potential impairment existed. During the fourth quarter of fiscal 2002, we recorded an impairment loss of $299.0 million for the domestic reporting unit and $2.4 billion for the international reporting unit, or a total of $2.7 billion in connection with the annual impairment test. The impairment loss resulted from the extended decline in the electronics industry and the communications sector in particular, which reduced the estimated fair values of the reporting units below the respective carrying values. There can be no assurance that future goodwill impairment tests will not result in further impairment charges.

     Sanmina-SCI has determined that there are two reportable units: international and domestic. Goodwill information for each reportable unit is as follows:

							Reclassification of
			As of September 29,				Intangible Assets					As of September 28,
			2001		Goodwill Acquired		to Goodwill		Impairment Losses			2002
			(in thousands)
Units:
	Domestic		$	121,203	$	1,384,856	$	6,146	$	(299,000	)	$	1,213,205
	International			118,663		3,140,782		—		(2,371,000	)		888,445
		Total	$	239,866	$	4,525,638	$	6,146	$	(2,670,000	)	$	2,101,650

F-13

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

     The pro forma effects of the adoption of SFAS No. 142 on net income and earnings per share, net of income tax effects, for Sanmina-SCI for the years ended September 29, 2001 and September 30, 2000 are as follows:

	Year Ended		Year Ended
	September 29, 2001		September 30, 2000
	(in thousands, except
	per share amounts)
Net income as reported	$	40,446	$	210,094
Add back: Goodwill amortization expense		12,686		10,947
Adjusted net income	$	53,132	$	221,041
Basic earnings per share, as reported	$	0.13	$	0.69
Add back: Goodwill amortization expense		0.04		0.04
Pro forma	$	0.17	$	0.73
Diluted earnings per share, as reported	$	0.12	$	0.65
Add back: Goodwill amortization expense		0.04		0.03
Pro forma	$	0.16	$	0.68

     Sanmina-SCI has certain identifiable intangible assets that are subject to amortization. These assets relate to customer lists and other intangibles with useful lives from twelve to thirty years. Intangible asset amortization expense for the year ended September 28, 2002 was approximately $5.8 million. The components of intangible assets are as follows:

		September 28, 2002						September 29, 2001
		Gross Carrying		Accumulated				Gross Carrying		Accumulated
		Amount		Amortization		Net Carrying Amount		Amount		Amortization		Net Carrying Amount
		(in thousands)
Amortized intangibles		$	78,476	$	31,299	$	47,177	$	73,926	$	25,541	$	48,385
Non-amortized intangibles (1)			—		—		—		11,241		5,095		6,146
	Total	$	78,476	$	31,299	$	47,177	$	85,167	$	30,636	$	54,531

(1) Represents assembled workforce intangible assets reclassified to goodwill upon adoption of SFAS No. 142 on September 30, 2001.

     Estimated annual amortization expense is as follows:

Fiscal years:
	(in thousands)
2003	$	6,412
2004		6,412
2005		6,412
2006		5,326
2007		5,112
Thereafter		17,503
	$	47,177

F-14

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

     Revenue Recognition. Sanmina-SCI generally recognizes revenue at the point of shipment to its customers, under the contractual terms which in general are FOB shipping point or when services have been performed. Sanmina-SCI also derives revenues from sales of certain inventory, including raw materials, to customers who reschedule, amend or cancel purchase orders after Sanmina-SCI has procured inventory to fulfill their purchase orders. Title to the product or the inventory transfers upon shipment and the customer’s assumption of the risks and rewards of ownership of the product. In some cases, Sanmina-SCI will recognize revenue upon receipt of shipment by the customer or at its designated location. Except in specific circumstances, there are no formal customer acceptance requirements or further Sanmina-SCI obligations to the product or the inventory subsequent to shipment. In specific circumstances in which there are such customer acceptance requirements or further Sanmina-SCI obligations, revenue is recognized at the point of formal acceptance and upon completion of obligations. Where appropriate, provisions are made for estimated warranty costs and sales returns.

     Comprehensive Income (Loss). Comprehensive income (loss) for Sanmina-SCI consists of net income or loss plus the effect of unrealized holding gains or losses on investments classified as available-for-sale and foreign currency translation adjustments, net of tax effects of $1.2 million, $1.6 million and $2.3 million for 2002, 2001 and 2000, respectively. As of September 28, 2002, the cumulative unrealized holding gains (losses) on investments and cumulative foreign currency translation adjustments were $700,000 and $(11.0) million, respectively. As of September 29, 2001, the cumulative unrealized holding gains (losses) on investments and cumulative foreign currency translation adjustments were $8.1 million and $(21.8) million, respectively.

     Income Taxes. Sanmina-SCI provides for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires an asset and liability method whereby deferred tax assets and liabilities are recognized for differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. A valuation allowance is recorded to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.

     Earnings Per Share. Basic earnings (loss) per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share includes dilutive common stock equivalents, using the treasury stock method, and assumes that the convertible debt instruments were converted into common stock upon issuance, if dilutive. For the years ended September 28, 2002, September 29, 2001 and September 30, 2000, 36,737,598, 26,706,108 and 561,707 potentially dilutive shares from the conversion of the convertible subordinated debt and after-tax interest expense of $62.0 million, $23.5 million and $980,000, respectively, were not included in the computation of diluted earnings per share because to do so would be anti-dilutive. Stock options with exercise prices greater than the average fair market price for a period, which are defined as anti-dilutive, are not included in the diluted earnings (loss) per share calculations because of their anti-dilutive effect (see Note 10.) All stock options are anti-dilutive in fiscal 2002 due to the net loss for the year. A reconciliation of the net income (loss) and weighted average number of shares used for the diluted earnings (loss) per share computation follows:

F-15

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

	Year Ended
	September 28, 2002			September 29, 2001		September 30, 2000
	(in thousands, except per share amounts)
Net income (loss)	$	(2,696,753	)	$	40,446	$	210,094
Interest expense, net of tax, related to convertible subordinated debt		—			—		10,145
Net income (loss)	$	(2,696,753	)	$	40,446	$	220,239
Weighted average number of shares outstanding during the period		481,985			319,360		304,824
Weighted average number of shares for stock options outstanding for the period		—			10,869		16,435
Weighted average number of shares for subordinated debt for the period		—			—		16,091
Weighted average number of shares		481,985			330,229		337,350
Diluted earnings (loss) per share	$	(5.60	)	$	0.12	$	0.65

     Stock-Based Compensation. Sanmina-SCI has adopted the disclosure provisions of SFAS No. 123, “Accounting for Stock Based Compensation.” In accordance with the provisions of SFAS No. 123, Sanmina-SCI applies Accounting Principles Board, or APB, Opinion No. 25 and related interpretations in accounting for its employee stock option plans. See Note 10 for a summary of the pro forma effects on reported net income and earnings per share for fiscal years 2002, 2001, and 2000 based on the fair value of options and shares granted as prescribed by SFAS No. 123.

     Recent Accounting Pronouncements. In October 2001, the Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations” to be effective for all fiscal years beginning after June 15, 2002, with early adoption permitted. SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. Sanmina-SCI is currently assessing the impact of SFAS No. 143 on its financial position, results of operations and cash flows as well as the timing of its adoption.

     In October 2001, the Financial Accounting Standards Board issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of” and APB Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions for the Disposal of a Segment of a Business.” The provisions of SFAS No. 144 are effective in fiscal years beginning after December 15, 2001, with early adoption permitted and, in general, are to be applied prospectively. Sanmina-SCI adopted SFAS No. 144 on September 29, 2002, with no resulting impact on its financial position, results of operations and cash flows.

     In May 2002, the Financial Accounting Standards Board issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This

F-16

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Statement rescinds FASB Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that Statement, FASB Statement No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” This Statement also rescinds FASB Statement No. 44, “Accounting for Intangible Assets of Motor Carriers.” This Statement amends FASB Statement No. 13, “Accounting for Leases” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make certain technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of SFAS No. 145 are effective in fiscal years beginning after May 15, 2002, with early adoption permitted and, in general, are to be applied prospectively. In the fourth quarter of fiscal 2002, we elected to apply the provisions of SFAS No. 145 related to the rescission of SFAS No. 4. Accordingly, gains or losses resulting from the early retirement of debt during fiscal 2002 have been reflected as other income (expense) on the accompanying statements of operations (see Note 4). Gains or losses for prior periods previously reflected as extraordinary items have been reclassified to other income (expense) in accordance with SFAS No. 145.

     In July 2002, the Financial Accounting and Standards Board issued SFAS No. 146, “Accounting for Costs Associated with Exit and Disposal Activities.” This statement revises the accounting for exit and disposal activities under EITF 94-3, “Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit an Activity” by spreading out the reporting of expenses related to restructuring activities. Commitment to a plan to exit an activity or dispose of long-lived assets will no longer be sufficient to record a one-time charge for most anticipated costs. Instead, companies will record exit or disposal costs when they are “incurred” and can be measured at fair value, and they will subsequently adjust the recorded liability for changes in estimated cash flows. The provisions of SFAS No. 146 are effective prospectively for exit or disposal activities initiated after December 31, 2002. Earlier adoption is encouraged. Companies may not restate previously issued financial statements for the effect of the provisions of SFAS No. 146 and liabilities that a Company previously recorded under EITF 94-3 are grandfathered. Sanmina-SCI is currently assessing the impact of SFAS No. 146 on its financial position, results of operations and cash flows as well as timing of its adoption.

     Reclassifications. Sanmina-SCI has reclassified certain prior year information to conform to the current year’s presentation.

Note 3. Related Party Transactions

     During fiscal 2002, a member of the Sanmina-SCI Board of Directors and the Secretary of the Board of Directors were members of the law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California or, WSGR, Sanmina-SCI’s outside legal counsel. Sanmina-SCI intends to retain WSGR as its legal counsel in fiscal 2003. Sanmina-SCI paid WSGR approximately $3.5 million in legal fees during the year ended September 28, 2002.

     Merger costs for the SCI acquisition included a payment of $13.1 million to Merrill Lynch & Co., whose former chairman of its Global Technology Investment Banking Group is a current member of Sanmina-SCI’s Board of Directors.

F-17

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Note 4. Revolving Credit Agreements and Long-Term Debt

     Revolving credit agreements and long-term debt consist of the following:

	As of
	September 28, 2002			September 29, 2001
4 1/4% Convertible Subordinated Notes due 2004	$	292,867		$	350,000
9 1/2% Senior Subordinated Notes due 2008		—			12,121
5 1/2% Convertible Subordinated Debentures due 2012		—			2,135
Zero Coupon Convertible Subordinated Debentures due 2020		689,188			783,821
3% Convertible Subordinated Notes due 2007		566,589			—
Revolving Credit Agreements		405,266			6,150
Accounts Receivable Securitization		200,000			—
Obligations under capital leases with interest rates ranging from 8.0% to 14.59%		4,653			10,182
Other long-term debt due through December 2017, at rates ranging from 3.00% to 7.50%		82,667			69,999
Total		2,241,230			1,234,408
Less: current portion		(265,899	)		(15,800	)
Total long-term debt	$	1,975,331		$	1,218,608

     4 1/4% Convertible Subordinated Notes due 2004. On May 5, 1999, Sanmina-SCI issued $350.0 million aggregate principal amount of 4 1/4% convertible subordinated notes, or 4 1/4% Notes, due on May 1, 2004. The 4 1/4% Notes are convertible into common stock, at the option of the holder, at a conversion price of approximately $22.17 per share, subject to adjustments in certain events. The 4 1/4% Notes are subordinated in right of payment to all existing and future senior indebtedness, as defined, of Sanmina-SCI. The 4 1/4% Notes are redeemable at the option of Sanmina-SCI on or after May 6, 2002. Interest is payable semi-annually on May 1 and November 1. During the fourth quarter of fiscal 2002, Sanmina-SCI repurchased approximately $58.9 million aggregate principal amount of the 4 1/4% Notes through open market transactions of which $1.8 million was traded prior to our fiscal year end but was settled in early October 2002. As a result of the repurchases, Sanmina-SCI recorded a $7.2 million gain, net of $491,000 in unamortized financing fees from the early extinguishment of this debt. The gain is reflected in other income in the accompanying consolidated statement of operations.

     9 1/2% Senior Subordinated Notes due 2008. On May 18, 1998, Hadco issued $200.9 million aggregate principal amount of its 9 1/2% Senior Subordinated Notes due 2008, or 9 1/2% Notes. Interest on the 9 1/2% Notes was payable semi-annually on each June 15 and December 15 and commenced December 15, 1998. On August 24, 2000, Sanmina-SCI redeemed $187.9 million of the outstanding 9 1/2% Notes. The redemption was at 101% of the principal amount of the notes, and the redemption premium and the deferred debt costs on the notes totaled $8.0 million, which is classified in other expense for fiscal 2000. The remaining notes were repurchased in fiscal 2002 resulting in insignificant losses classified as other expense.

     5 1/2% Convertible Subordinated Debentures due 2012. In 1987, Elexsys International, Inc., or Elexsys, issued $32.0 million aggregate principal amount of 5 1/2% convertible subordinated debentures, or

F-18

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

5 1/2% Debentures, due on March 1, 2012. In October 2001, $1.8 million of the 5 1/2% Debentures were converted to approximately 118,000 shares of common stock. The remaining 5 1/2% Debentures were redeemed by the Sanmina-SCI for $365,000. As of September 28, 2002 the outstanding balance on the 5 1/2% Debentures is zero.

     Zero Coupon Convertible Subordinated Debentures due 2020. On September 12, 2000, Sanmina-SCI issued $1.66 billion in aggregate principal amount at maturity of zero coupon convertible subordinated debentures, or Zero Coupon Debentures, due on September 12, 2020 at an issue price of $452.89 per $1,000 debenture, resulting in gross proceeds of $751.8 million. The Zero Coupon Debentures are subordinated to the prior payment of all senior indebtedness, as defined, of Sanmina-SCI. There will be no cash interest payments prior to maturity. The issue price of each Zero Coupon Debenture represents a yield to maturity of 4% per year, computed on a semi-annual basis. The issue discount is amortized using the effective interest method over the term of the notes. The Zero Coupon Debentures are convertible into common stock, at any time at the option of the note holder, at the conversion ratio of approximately 6.48 shares per $1,000 principal amount at maturity, subject to adjustment in certain events. The Zero Coupon Debentures are redeemable at the option of Sanmina-SCI on or after September 12, 2005. The Zero Coupon Debentures may also be subject to repurchase, at the option of the holder, on September 12, 2005, September 12, 2010, and September 12, 2015 at $552.08, $672.98, and $820.35, respectively per $1,000 note.

     During the fourth quarter of fiscal 2002, Sanmina-SCI repurchased approximately $150.0 million of the Zero Coupon Debentures through open market transactions of which $23.8 million was traded prior to our fiscal year end but was settled in early October 2002. As a result of the transactions, Sanmina-SCI recorded a $47.3 million gain, net of $2.8 million in unamortized financing fees, from the early extinguishment of this debt. The gain is reflected in other income in the accompanying consolidated statement of operations.

     3% Convertible Subordinated Notes due 2007. In March 2000, SCI issued $575.0 million aggregate principal amount of 3% Convertible Subordinated Notes due March 15, 2007, or 3% Notes. Interest on the 3% Notes is payable semi-annually on each March 15 and September 15. In connection with Sanmina’s acquisition of SCI, Sanmina-SCI entered into a supplemental indenture with respect to the 3% Notes providing a guaranty for the 3% Notes and allowing for the conversion of the 3% Notes into shares of Sanmina-SCI common stock, at a conversion price of $41.35 per share, subject to adjustment in certain events. The 3% Notes are subordinated in right of payment to all existing and future senior debt, as defined, of Sanmina-SCI. The 3% Notes are redeemable at SCI’s option at any time on or after March 20, 2003, although there is no mandatory redemption prior to final maturity.

     Revolving Credit Agreements. In December 2001, Sanmina-SCI entered into two separate facilities consisting of a $250.0 million 364-day credit facility and a $500.0 million three-year credit facility with a syndicate of banks. As of September 28, 2002, $400.0 million was outstanding under these credit facilities, $349.0 million of which was repaid in October 2002. Borrowings under these credit agreements bear variable interest based on a defined prime rate or LIBOR, plus a margin, at the option of the banks, and bank facility and commitment fees, which as of September 28, 2002 totaled 3.56% for the 364-day credit facility and 4.75% for the three-year credit facility. The three-year credit facility contains a subfacility for letters of credit with certain requirements. As of September 28, 2002, two letters of credit were outstanding under this agreement having an aggregate face amount of $2.0 million. The agreements contain restrictions on the

F-19

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

payment of dividends and financial covenants, which require Sanmina-SCI to maintain a minimum tangible net worth and ratios for interest coverage, and leverage. The net worth covenant requires a minimum tangible net worth relative to Sanmina-SCI’s tangible net worth beginning March 31, 2002. The interest coverage ratio requires a minimum ratio of adjusted operating income for the four fiscal quarters ending on the date of determination to cash interest expense for the same period. The leverage ratio requires a minimum ratio of consolidated total debt to consolidated capitalization. As of September 28, 2002 Sanmina-SCI was in compliance with these covenants. In connection with these facilities, Sanmina-SCI incurred costs of approximately $3.7 million that are capitalized in the balance sheet and amortized over the life of the respective agreements. The 364-day credit facility is scheduled to terminate on December 4, 2002.

     Essex AB, or Essex, a subsidiary of Sanmina-SCI, had a line of credit arrangement with a Swedish bank denominated in Swedish krona, or SEK, for aggregate borrowings of up to SEK 300 million (approximately $32.0 million). This credit facility was terminated and paid in full as of September 28, 2002. Borrowings outstanding on this line of credit arrangement were secured by all of the assets of Essex, accrued interest at the Stockholm InterBank Offered Rate, or STIBOR, of 3.88% as of September 29, 2001, and contains covenants which required that Essex maintain certain financial ratios over a period of five years. Essex was in compliance with these ratios as of fiscal year end and 2001. As of September 29, 2001, $1.3 million was outstanding under this line of credit.

     Segerström has a line of credit arrangement with a Swedish bank denominated in SEK for aggregate borrowings of up to SEK 85 million (approximately $9.0 million). Borrowings outstanding on this line of credit arrangement are secured by all of the assets of Segerström, accrue interest at 5.05% and 3.75% as of September 28, 2002 and September 29, 2001, respectively, and contain certain covenants which require that Segerström maintain certain financial ratios and is renewable annually. Segerström was in compliance or received a waiver related to these financial ratios as of fiscal years ended 2002 and 2001, respectively. As of September 28, 2002 and September 29, 2001, $5.3 million and $4.9 million, respectively, was outstanding under this line of credit.

     Accounts Receivable Securitization. In March 2002, we amended our existing asset securitization agreement that gives us the option to periodically transfer undivided percentage ownership interests, of up to $200.0 million, in a revolving pool of eligible trade receivables to conduit and bank purchases to decrease the commitment thereunder from $300.0 million to $200.0 million and to suspend the commitments thereunder. During the second quarter of fiscal 2002, we repaid net cash of $211.0 million, to the third-party purchasers of accounts receivable under the asset securitization agreement and the agreement became inactive until July 2002, when the agreement was further amended. In July 2002, we further amended and renewed our asset securitization agreement, previously scheduled to expire in December 2002. In the fourth quarter of fiscal 2002, the full $200.0 million available under the program was utilized to pay down a portion of the revolving credit agreement. The net accounts receivables sold under the program are no longer derecognized from the accounts receivable balance and the associated debt is recorded as current portion of long-term debt on the consolidated balance sheet. As of September 28, 2002, the asset securitization program was fully utilized. The amended asset securitization agreement has a scheduled termination date in July 2003. However, the facility will be terminated on January 1, 2003 if not terminated earlier by the company. Sanmina-SCI is subject to restrictions on the payment of dividends and certain financial covenants pursuant to the asset

F-20

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

securitization agreement, including maintaining a minimum for net worth and certain ratios for interest coverage and leverage. As of September 28, 2002 Sanmina-SCI was in compliance with these covenants.

     During the year ended September 28, 2002, Sanmina-SCI and a subsidiary of Sanmina-SCI each serviced a portion of the receivables transferred to the limited purpose subsidiary on behalf of the conduit and received a servicing credit, which management has determined approximates market compensation for these services. As of September 28, 2002, Sanmina-SCI was obligated to pay program fees of 0.35% of outstanding amounts and facility fees of 0.4% pursuant to the agreement. Program fees and facility fees may be increased under certain circumstances to 0.475% and 0.525%, respectively.

     Maturities of long-term debt, including capital lease obligations, assuming no redemption requests by noteholders, are as follows as of September 28, 2002.

Fiscal Years Ending
		(in thousands)
2003		$	265,899
2004			293,204
2005			405,331
2006			8,535
2007			567,656
Thereafter			700,605
	Total	$	2,241,230

Note 5. Other Accrued Liabilities

     Other accrued current liabilities consist of the following:

	As of
	September 28, 2002		September 29, 2001
	(in thousands)
Restructuring accrual (Note 9)	$	114,604	$	45,115
Other		251,896		53,017
Total accrued liabilities	$	366,500	$	98,132

F-21

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Note 6. Commitments and Contingencies

     Operating Leases. Sanmina-SCI leases its facilities under operating leases expiring at various dates through 2021. Sanmina-SCI is responsible for utilities, maintenance, insurance and property taxes under the leases. Future minimum lease payments under operating leases are as follows:

Fiscal Year Ending
		(in thousands)
2003		$	42,669
2004			34,487
2005			24,517
2006			17,697
2007			14,217
Thereafter			32,562
	Total	$	166,149

     Rent expense under operating leases was approximately $49.8 million, $27.6 million and $26.9 million for the years ended September 28, 2002, September 29, 2001 and September 30, 2000, respectively.

     In fiscal 1999, we entered into an operating lease agreement for facilities in San Jose, California, which house our corporate headquarters and certain of our assembly operations. Under this agreement with a bank, the bank is the owner of the land and buildings for accounting purposes. Management has determined that the lease facility originally met, and continues to meet, the criteria for off-balance sheet treatment and therefore we account for the lease facility as an operating lease. The obligations under this operating lease are disclosed in aggregate with other operating leases in the table above. In fiscal 2002, we amended the lease and related participation agreement to accelerate the maturity date from November 16, 2003 to December 19, 2002. As a result, we will be required to purchase the land and improvements subject to the lease on December 19, 2002, for approximately $52.9 million. The lease agreement and related participation agreement contain certain covenants, which require us to maintain certain ratios for tangible net worth and fixed charge coverage. As of September 28, 2002 we were in compliance with, or had obtained waivers for, these covenants. In connection with this transaction, we pledged $52.9 million of cash and investments as collateral for certain obligations under the lease. The pledged cash and investments are classified in long-term investments and will be available on the maturity date of December 19, 2002 to fund the purchase of the leased property, which we expect to occur on that date.

     Environmental Matters. We have incurred liabilities associated with environmental contamination at our current and former facilities, and those of the companies that we have acquired. These liabilities include ongoing investigation and remediation activities at a number of sites, including our facilities located in Irvine, California (acquired as part of our acquisition of Elexsys), Owego, New York (a current facility of our Hadco subsidiary), Derry, New Hampshire (a current facility of our Hadco subsidiary) and Fort Lauderdale, Florida (a former facility of our Hadco subsidiary). Currently, we are unable to anticipate whether any third-party claims will be brought against us for the existence of such contamination. There can be no assurance that third-party claims will not arise and will not result in material liability to us. In addition, there are several sites, including our facilities in Wilmington, Massachusetts, Clinton, North Carolina, Brockville, Ontario and Gunzenhausen, Germany that are known to have groundwater contamination caused by a third party, and that

F-22

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

third party has provided indemnity to us for the liability. Although we cannot guarantee you that we will not incur liability for clean-up costs or expenses at any of these sites, we have no reason to believe that such liability will occur and that it will be material to our business position.

     We have also been named as a potentially responsible party at several contaminated disposal sites including the Casmalia Resources site, as a result of the past disposal of hazardous waste by companies we have acquired or by our corporate predecessors. Although liabilities for such historic disposal activities have not materially affected our financial condition to date, we cannot guarantee you that past disposal activities will not result in liability that will materially affect us in the future.

     We use an environmental consultant to assist us in evaluating the environmental liabilities of the companies that we acquire as well as those associated with our ongoing operations, site contamination issues and historical disposal activities in order to establish appropriate accruals in our financial statements. We have also undertaken a process of re-evaluating and updating the accruals over time. As of September 28, 2002, and September 29, 2001, respectively, based on the evaluations of our consultants, we have accrued $21.3 million and $27.4 million for such environmental liabilities, which is recorded as other long-term liabilities in the consolidated balance sheets. Although we believe these accruals are adequate, we cannot be certain that environmental liabilities will not exceed the accrued amounts.

     Litigation. On June 13, 2001, Sanmina-SCI filed a complaint against Metricom, Inc. in California state court. The complaint arose out of a July 2, 1999 Agreement for Electronic Manufacturing Services and seeks compensation for cancellation charges arising under this agreement. Sanmina-SCI’s damages consist of the cost of certain materials and work-in-process. On July 2, 2001, Metricom, filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the Northern District of California in San Jose, California. As a result, Sanmina-SCI filed a proof of claim with the bankruptcy court in the amount of $102.0 million. Metricom objected to the claim, and filed an action for the recovery of approximately $8.6 million in preferential payments. Both actions were settled in September 2002. Sanmina-SCI was allowed a general unsecured claim of $65.0 million, and Metricom dismissed its claim for preferential payments. Sanmina-SCI recently received a partial distribution from the bankrupt estate and expects additional distributions. Sanmina-SCI currently estimates it has no additional exposure on this matter (after exhausting allocated reserves).

     From time to time, Sanmina-SCI is a party to litigation and other contingencies, including examinations by taxing authorities, which arise in the ordinary course of business. Sanmina-SCI believes that the resolution of such litigation and other contingencies will not materially harm Sanmina-SCI’s business, financial condition or results of operations.

Note 7. Employee Benefit Plans

     Sanmina-SCI has various retirement plans that cover the majority of its employees. Sanmina-SCI’s retirement plans permit participants to elect to have contributions made to the retirement plans in the form of reductions in salary under Section 401(k) of the Internal Revenue Code. Under the Sanmina-SCI retirement plans, Sanmina-SCI matches a portion of employee contributions. The amounts contributed by Sanmina-SCI and its acquired businesses as 401(k) matches against employee contributions were approximately $22.1

F-23

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

million, $9.1 million and $7.6 million during the fiscal years ended September 28, 2002, September 29, 2001 and September 30, 2000, respectively.

     Sanmina-SCI also sponsors a deferred compensation plan for outside directors. The plan allows eligible Sanmina-SCI directors to defer payment of all or part of the compensation payable to them for acting as directors of Sanmina-SCI. Deferrals under this plan for the year ended September 28, 2002 were $20,000.

     Prior to the merger between Sanmina Corporation and SCI, SCI had noncontributory defined benefit pension plans covering substantially all employees in the United States and Brockville, Ontario, Canada. These plans generally provide pension benefits that are based on compensation levels and years of service. Annual contributions to the plans are made according to the established laws and regulations of the applicable countries, and were funded annually at amounts that approximate the maximum deductible for income tax purposes. As a result of the merger between Sanmina Corporation and SCI in December 2001, these plans were frozen. Sanmina Corporation does not have a defined benefit retirement plan, therefore the merger resulted in a plan curtailment as described in SFAS No. 88, “Employers’ Accounting and Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.” Defined benefits were calculated and frozen as of December 31, 2001. Employees who had not yet vested will continue to be credited with service until vesting occurs, but no additional benefits will accrue. The additional pension liability, based on actuarial computations, accrued under purchase accounting is presented in the table below:

	US Plan		Brockville
	(in thousands)
Accumulated benefit obligation	$	42,160	$	73,454
Fair value of assets		33,800		54,357
Accrued pension liability	$	8,360	$	19,097

Note 8. Business Combinations

Fiscal 2002

     On December 6, 2001, we acquired SCI in a purchase business combination whereby one of our wholly-owned subsidiaries was merged into SCI. Under the terms of the merger, SCI stockholders received 1.36 shares of Sanmina-SCI common stock for each share of SCI common stock. In addition, Sanmina-SCI issued options to purchase shares of Sanmina-SCI common stock in exchange for each issued and outstanding SCI option. The purchase price was allocated as follows:

	(in thousands)
Net tangible assets acquired	$	119,783
Deferred compensation related to options		4,562
Goodwill		4,286,646
Total purchase price	$	4,410,991

     The total purchase price of approximately $4.4 billion consisted of approximately 200.6 million shares of Sanmina-SCI common stock with a fair value of approximately $4.2 billion, 13.0 million vested and unvested stock options with a fair value of $203.0 million, of which approximately $4.6 million was recorded

F-24

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

as deferred compensation related to the intrinsic value of the unvested options, and direct transaction costs of $21.0 million. The value of the 200.6 million shares of Sanmina-SCI common stock used to acquire SCI was based on a per share price of $20.87. This per share price of Sanmina-SCI common stock was determined as the average closing market price for the five trading days ending July 17, 2001. The fair value of the SCI common stock options assumed was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 4.48%, expected life of four years, expected dividend rate of 0% and volatility of 105%. Direct transaction costs consist primarily of fees for investment bankers, attorneys, accountants, filing costs and financial printing. Sanmina-SCI recorded $4.3 billion of goodwill, of which $1.2 billion was related to domestic operations and $3.1 billion was related to international operations. Of the $4.3 billion recorded for goodwill, the majority is not deductible for tax purposes. See Note 2, “Summary of Significant Accounting Policies” for a discussion regarding the goodwill impairment charge recorded in the fourth quarter of fiscal 2002.

     The SCI purchase price was allocated to the tangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. The allocations described above are based on management’s estimate of the fair value for purchase accounting purposes at the date of acquisition. The purchase price allocation also includes adjustments to net tangible assets for the closing and consolidation of SCI facilities as a result of the merger. Estimates of fair values were refined during fiscal 2002 and the corresponding adjustments, totaling approximately $47.2 million, were made to the purchase price allocation. Although we do not expect significant adjustments to the purchase price allocation, possible revisions in the first quarter of fiscal 2003 include, but are not limited to, contingencies based on the outcomes of negotiations regarding the contractual liability of customers relating to excess and/or obsolete inventory, that was on-hand at the date of the SCI acquisition and environmental liabilities.

     The consolidated financial statements include the operating results of SCI from December 3, 2001, the close of the accounting period nearest to the acquisition date of December 6, 2001. SCI’s net sales for the four-day period between December 3 and December 6 were approximately $91.0 million.

     The following unaudited pro forma financial information presents the combined results of operations of Sanmina-SCI and SCI as if the acquisition had occurred as of the beginning of fiscal 2002 and 2001, after giving effect to certain adjustments and related income tax effects.

	Year Ended
	September 28, 2002			September 29, 2001
	(in thousands, except per share data)
Revenue	$	10,037,396		$	12,728,035
Net income (loss)		(2,842,060	)		174,640
Basic earnings (loss) per share	$	(5.48	)	$	0.34
Diluted earnings (loss) per share	$	(5.48	)	$	0.33

     The pro forma financial information above for fiscal 2002 includes restructuring charges of $101.1 million and $29.8 million of merger costs incurred by SCI during the first quarter of 2002, prior to its merger with Sanmina-SCI. The pro forma financial information for the year ended September 29, 2001 includes SCI’s results of operations for its fiscal year ended June 30, 2001 as reported in its Form 10-K for that period

F-25

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

as well as goodwill amortization expense of approximately $20.6 million relating to prior business acquisitions accounted for as purchase business combinations prior to the adoption of SFAS No. 142.

     In June 2002, Sanmina-SCI acquired Viking Components, Incorporated (“Viking”), a privately held company which designs, manufactures and distributes advanced technology products, including computer system memory, flash memory and readers, and modems. The transaction included the purchase of all outstanding stock of Viking’s operations in the United States as well as the stock of Viking subsidiaries in Ireland and Singapore. The purchase price for the acquisition was $10.9 million paid in cash and shares of Sanmina-SCI common stock. Sanmina-SCI recorded this transaction as a purchase business combination. The purchase price was allocated to the fair value of net assets acquired, including primarily inventories, equipment, assumed liabilities and goodwill. The results of operations for fiscal 2002 include the results of this business from the date of acquisition.

     In January 2002, Sanmina-SCI entered into an agreement with Hewlett Packard Company (“HP”) under which HP agreed to outsource a portion of its Europe-Middle East-Africa desktop personal computer manufacturing needs to Sanmina-SCI and Sanmina-SCI acquired HP’s related manufacturing operations located in L’Isle d’Abeau, France. The transaction was completed in June 2002. The net cash purchase price for this acquisition was approximately $65.8 million, after certain refundable adjustments, and the transaction was accounted for as a purchase business combination. The purchase price was allocated to the fair value of net assets acquired, including primarily inventories, equipment and goodwill. The results of operations for fiscal 2002 include the results of this business from the date of acquisition.

     In January 2002, Sanmina-SCI entered into an agreement with Alcatel S.A. to purchase manufacturing facilities in Gunzenhausen, Germany, Cherbourg, France, and Toledo, Spain. The purchase of the Gunzenhausen facility was completed in April 2002, the Cherbourg facility purchase was completed in May 2002 and the Toledo facility acquisition was completed in July 2002. In connection with the acquisitions, Sanmina-SCI and Alcatel entered into a multi-year supply agreement covering the products manufactured at these facilities. The net cash purchase price for these transactions was $129.9 million and the transactions were accounted for as purchase business combinations. The purchase prices were allocated to the fair value of net assets acquired, including primarily inventories, equipment and goodwill. The results of operations for fiscal 2002 include the results of these businesses from the respective dates of acquisition. The supply contract with Alcatel did not have a material impact on Sanmina-SCI’s gross margin for fiscal 2002.

     In January 2002, Sanmina-SCI entered into an agreement with International Business Machines Corporation (“IBM”) under which IBM agreed to outsource a portion of its U.S. and European NetVista desktop personal computer manufacturing needs to Sanmina-SCI and Sanmina-SCI acquired IBM’s NetVista desktop manufacturing operations located in Research Triangle Park, North Carolina and Greenock, Scotland. As part of the agreement, Sanmina-SCI acquired certain IBM buildings and equipment related to the manufacturing and associated logistics in North Carolina and acquired the right to occupy related manufacturing spaces at a subcontractor’s facilities in Scotland. The transaction was completed in February 2002. The net cash purchase price for this acquisition was approximately $161.9 million, after certain refundable adjustments, and the transaction was accounted for as a purchase business combination. The purchase price was allocated to the fair value of the net assets acquired, including primarily inventories,

F-26

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

equipment and goodwill. The results of operations for fiscal 2002 include the results of this business from the date of acquisition.

     In October 2001, we purchased certain assets of Electro Mechanical Solutions (“E-M-Solutions”), a privately-held manufacturer of electronic enclosures. This transaction included the purchase of certain manufacturing operations in the United States, as well as the stock of E-M-Solutions subsidiaries incorporated in Mexico and Northern Ireland. The net cash purchase price for this transaction was $91.8 million. The purchase price was allocated to the fair value of the net assets acquired, primarily including inventories, equipment and goodwill. We accounted for this transaction as a purchase business combination, and the consolidated financial statements include the operating results of E-M-Solutions from the date of acquisition.

     During fiscal 2002 Sanmina-SCI also completed several other acquisitions which were immaterial individually and in the aggregate, including a manufacturer of complex enclosure systems with facilities in Shenzhen, China and a sales office in Hong Kong; a United States cable manufacturer; a design center; and a cable manufacturer with operations in the United States, the Czech Republic and Germany.

     Pro forma results of operations have not been presented for the fiscal 2002 acquisitions, with the exception of SCI, because the effects of these acquisitions were not material either on an individual or aggregate basis. Goodwill resulting from the fiscal 2002 acquisitions, excluding SCI, was approximately $229.0 million. The majority of this goodwill is deductible for tax purposes. The purchase price allocations for the above acquisitions are based on management’s estimate of the fair value for purchase accounting purposes at the date of acquisition. We do not expect significant revisions to the purchase price allocations for the acquired businesses.

Fiscal 2001

     In March 2001, Sanmina-SCI acquired Segerström in a pooling-of-interests business combination, a global supplier of integrated enclosure systems headquartered in Sweden. As a result of this acquisition, Sanmina-SCI added 10 manufacturing facilities in Sweden, Finland, Brazil, Hungary, Scotland, and the United States. The transaction was structured as a stock for stock exchange and was accounted for as a pooling of interests. Under the terms of the agreement, each Segerström common share and convertible debenture was converted into approximately 0.4519 shares of Sanmina-SCI common stock and Sanmina-SCI acquired approximately 94% of the outstanding shares of Segerström. Sanmina-SCI has commenced a compulsory acquisition process for the remaining 6% of Segerström’s shares in accordance with Swedish law and business practice, and expects that the process of acquiring the remaining shares for cash will be completed by 2003. As of September 28, 2002, Sanmina-SCI has issued approximately 11.6 million shares of common stock in connection with the acquisition of Segerström.

     Sanmina-SCI’s consolidated financial statements have been restated to reflect the financial results of Segerström for all periods presented. Segerström’s financial statements for its fiscal year ended December 31, 2000 were combined with the corresponding Sanmina-SCI consolidated statements for the year ended September 30, 2000. During Sanmina-SCI’s fiscal 2001, Segerström’s year-end was changed from December 31 to a 52 or 53 week year ending on the Saturday nearest September 30 to conform to Sanmina-SCI’s fiscal year end. Accordingly, an adjustment was made to retained earnings in the first quarter of fiscal

F-27

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

2001 to eliminate the duplication of $5.3 million of net income for Segerström for the three months ended December 31, 2000. Segerström’s revenues for that three-month period were $96.0 million. Segerström’s cash provided by operating activities of $5.9 million, cash used for investing activities of $4.8 million and cash provided by financing activities of $400,000 for the three months ended December 31, 2000 have been excluded from Sanmina-SCI’s consolidated statement of cash flows for fiscal year 2001.

     In August 2001, Sanmina-SCI acquired Alcatel’s manufacturing operations located in Richardson, Texas, for a cash purchase price of $66.4 million. The acquisition was accounted for as a purchase and included a multiyear supply contract, the purchase of a manufacturing facility and the transfer of employees to Sanmina-SCI. The fair value of tangible assets acquired, primarily fixed assets, inventories and accounts receivable, was approximately $46.4 million. The acquisition resulted in goodwill of approximately $20.0 million. Pro forma results of operations have not been presented for this acquisition because its effect was not material. The supply contract with Alcatel did not have a material impact on Sanmina-SCI’s gross margin in fiscal 2002 or 2001.

Fiscal 2000

     In June 2000, Sanmina-SCI completed two acquisitions accounted for as poolings of interests. Sanmina-SCI issued approximately 4.0 million shares of common stock to acquire Essex, an EMS supplier in Scandinavia, and approximately 39.2 million shares to acquire Hadco, a manufacturer of advanced electronic interconnect products. As a result of these acquisitions, Sanmina-SCI’s historical financial statements have been restated retroactively to include the financial results of Essex and Hadco for all periods presented. The fiscal years for Essex and Hadco were changed to coincide with Sanmina-SCI’s year end beginning in fiscal 2000. Accordingly, an adjustment was made to retained earnings to eliminate the duplication of $6.3 million of net income for Hadco and Essex, representing one month of Hadco’s operations and three months of Essex’ operations ended October 31, 1999 and December 31, 1999, respectively. The revenues for Essex and Hadco for these periods totaled approximately $163.0 million. The restated financial information includes certain adjustments to eliminate the net sales between the combining companies and certain reclassifications to conform to Sanmina-SCI’s financial statement presentation. No adjustments were necessary to conform the accounting policies of the combining companies.

     In August 2000, Segerström acquired all of the outstanding shares of Lewis C. Grant Ltd, a British supplier of enclosure systems to the telecommunications industry, in a purchase business combination. The cash purchase price of approximately $30.5 million was allocated to the net assets acquired based on their respective fair values. The acquisition resulted in goodwill of approximately $27.0 million, which prior to adoption of SFAS No. 142 was being amortized over 20 years.

     In March 2000, Sanmina-SCI acquired Alcatel’s North Carolina electronic enclosure systems facility for a cash purchase price of approximately $23.8 million in a purchase business combination. The purchase price was allocated to the net assets acquired, which consisted of inventories, equipment, and accrued payroll related expenses, based on fair market value, resulting in goodwill of approximately $8.0 million, which prior to adoption of SFAS No. 142 was being amortized over a period of ten years. The transaction also included a three-year manufacturing service contract between Sanmina-SCI and Alcatel.

F-28

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

     In June 2000, Sanmina-SCI acquired Interworks Computer Products, Inc. (“Interworks”) in a purchase business combination for a cash purchase price of approximately $45.0 million. Interworks designs, manufactures, tests and distributes a complete line of Digital Signal Processor modular solutions and advanced memory products to leading electronics original equipment manufacturers serving the networking and telecommunications markets. The fair value of tangible net assets acquired, primarily fixed assets and inventory, was approximately $4.7 million. The acquisition resulted in goodwill of approximately $40.3 million, which prior to adoption of SFAS No. 142 was being amortized over a period of 15 years.

     In July 2000, Sanmina-SCI acquired PCB assembly and system assembly facilities, including office and dormitory buildings, in Guangdong province, China, and office facilities in Hong Kong and Taiwan for a cash purchase price of approximately $65.0 million. The fair value of tangible assets acquired in this purchase business combination was approximately $20.0 million. Goodwill recorded was approximately $45.0 million, which prior to adoption of SFAS No. 142 was being amortized over a period of 15 years.

Note 9. Merger and Integration and Restructuring Costs

Merger and Integration Costs

     Merger and integration costs of $3.7 million in fiscal 2002 represent information technology, or IT, systems integration costs. Merger costs of $12.5 million were recorded in 2001 and consisted of merger related fees for investment banking, accounting, legal and related fees and expenses for the Segerström acquisition, which was accounted for using the pooling of interests method. Merger costs of approximately $9.7 million were paid during fiscal year 2001 and the remaining amount was paid in fiscal 2002. Merger costs of $19.9 million were recorded in 2000, and consisted of fees for investment bankers, attorneys, accountants and other direct merger related expenses and relate to those acquisitions that were accounted for using the pooling of interests method. Merger costs of approximately $18.5 million were paid during fiscal year ended 2000 with the remainder paid in fiscal 2001.

Restructuring costs

     Costs associated with restructuring activities other than restructuring activities related to a purchase business combination are accounted for in accordance with EITF 94-3. Accordingly, costs associated with such plans are recorded as restructuring costs in the consolidated statements of operations. Below is a summary of the activity related to restructuring costs recorded pursuant to EITF 94-3 for fiscal 2000, 2001, and 2002:

F-29

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

								Shutdown and
		Employee severance						consolidation costs			Write-off impaired
		and related			Restructuring and			of duplicate			or redundant fixed
		expenses			other expenses			facilities			assets			Total
		(in thousands)
		Cash			Cash			Cash			Non-cash
Balance at October 2, 1999		$	2,458		$	—		$	6,926		$	714		$	10,098
	Charges to operations		26,506			832			—			—			27,338
	Charges utilized		(14,222	)		—			(6,926	)		(714	)		(21,862	)
Balance at September 30, 2000			14,742			832			—			—			15,574
	Charges to operations		12,628			4,064			42,487			99,953			159,132
	Charges utilized		(19,639	)		(4,057	)		(5,942	)		(99,953	)		(129,591	)
Balance at September 29, 2001			7,731			839			36,545			—			45,115
	Charges to operations		31,100			10,101			31,009			99,585			171,795
	Charges utilized		(28,487	)		(10,161	)		(31,667	)		(99,585	)		(169,900	)
Balance at September 28, 2002		$	10,344		$	779		$	35,887		$	—		$	47,010

Fiscal 2002

     September 2002 Restructuring. In September 2002, we approved a plan pursuant to EITF 94-3 to close and consolidate certain of our manufacturing facilities in North America, Europe and Asia as a result of the ongoing slowdown in the industry. For fiscal 2002, we recorded a charge to operations of $3.1 million for planned associated employee severance expenses related to the involuntary termination of 540 employees. We utilized charges of approximately $1.7 million in fiscal 2002 as a result of terminating 144 employees in fiscal 2002. We also incurred during fiscal 2002 charges to operations with respect to the shutdown of duplicative facilities of $4.2 million related to non-cancelable lease payments for permanently vacated properties and other associated costs, of which approximately $110,000 of these charges were utilized during fiscal 2002. We incurred charges to operations of $38.3 million related to asset write-offs consisting of excess equipment and leasehold improvements at facilities that were permanently vacated. The closing of the plants discussed above as well as all other activities related to this exit plan are expected to be completed in early fiscal 2004.

     October 2001 Restructuring. In October 2001, we approved a plan pursuant to EITF 94-3 to close and consolidate certain of our manufacturing facilities throughout North America and Europe as a result of the continued slowdown in the industry and economy worldwide. For fiscal 2002, we recorded an initial charge to operations of $25.1 million for the expected involuntary termination of 2,762 employees associated with these plant closures, approximately $1.5 million of which was later reversed prior to the end of the fiscal year as employee severance costs were less than originally estimated. We terminated 1,938 employees by the end of fiscal 2002, and utilized charges of approximately $17.7 million in fiscal 2002. We expect the balance of the employee terminations under this plan to occur during the first half of fiscal 2003. We also incurred charges to operations with respect to the shutdown of duplicate facilities of $37.6 million related to restructuring costs associated with non-cancelable lease payments for permanently vacated properties, approximately $5.3 million of which was later reversed prior to the end of the fiscal year as these costs were less than originally estimated. We utilized approximately $25.7 million of these charges in fiscal 2002. We

F-30

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

also incurred charges to operations of $54.0 million related to the write-offs of fixed assets consisting of excess equipment and leasehold improvements to facilities that were permanently vacated, all of which were utilized in fiscal 2002. The closing of the plants discussed above as well as all other related activities are expected to be completed in early fiscal 2003.

Fiscal 2001

     Segerström Restructuring. In March 2001, we acquired Segerström in a pooling of interests business combination and announced our restructuring plan. In fiscal 2002, we recorded a $7.2 million charge to operations related to the involuntary termination of 470 employee positions and a $5.2 million charge to operations related to the consolidation of duplicate facilities. At the beginning of fiscal 2002, we had a balance of approximately $3.7 million for accrued employee severance costs and $5.2 million for accrued costs to shutdown duplicate facilities. In fiscal 2002, we utilized charges of $1.3 million with respect to employee severance, and reversed $1.5 million in employee severance costs because actual severance costs incurred were less than estimated in the original plan. We utilized charges with respect to shutdown of duplicative facilities of $1.3 million.

     July 2001 Restructuring. In July 2001, we approved a plan to close and merge manufacturing facilities throughout North America and Europe as a result of the ongoing slowdown in the EMS industry. Concurrent with the plant closures, Sanmina-SCI reduced its workforce by 2,967 people for an estimated cost of $18.2 million, of which $14.1 million was utilized in fiscal 2001. In fiscal 2001, we recorded costs of $40.5 million related to the shutdown of facilities, of which $8.3 million was utilized during the year. At the beginning of fiscal 2002, we had a balance of approximately $4.0 million for accrued employee severance costs, $800,000 for accrued restructuring expenses and $31.4 million for shutdown of duplicative facilities to be expended in future periods. In fiscal 2002, we recorded an employee severance charge to operations of approximately $5.8 million. During fiscal 2002, we utilized charges of approximately $7.7 million in terminating 812 employees during this period. During fiscal 2002, we incurred charges to operations of $5.3 million related to lease payments for permanently vacated properties and other costs. Approximately $14.8 million was utilized for lease payments and other costs during fiscal 2002. We also incurred charges to operations of $9.2 million with respect to asset related write-offs consisting of excess equipment and leasehold improvements to facilities that were permanently vacated and whose estimated fair market value were zero; $7.3 million was utilized in fiscal 2002. During the year ended September 28, 2002, we reversed $2.5 million of restructuring charges, of which $1.9 million related to excess equipment and $600,000 related to shutdown of duplicative facilities, based on revised estimates obtained. The shutdown of the plants discussed above was completed in the fourth quarter of fiscal 2002.

     Costs associated with restructuring activities related to a purchase business combination are accounted for in accordance with EITF 95-3. Accordingly, costs associated with such plans are recorded as a liability assumed as of the consummation date of the purchase business combination and included in the cost of the acquired entity. Below is a summary of the activity related to restructuring costs recorded pursuant to EITF 95-3 for fiscal 2002:

F-31

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

				Shutdown and
	Employee severance			consolidation costs			Write-off impaired
	and related			of duplicate			or redundant fixed
	expenses			facilities			assets			Totals
	(in thousands)
	Cash			Cash			Non-cash
Balance at September 29, 2001	$	—		$	—		$	—		$	—
Additions to restructuring accrual		104,161			36,078			23,724			163,963
Accrual utilized		(64,207	)		(12,519	)		(19,643	)		(96,369	)
Balance at September 28, 2002	$	39,954		$	23,559		$	4,081		$	67,594

     The following two sections separately present the charges to restructure liability and charges utilized for each of the three restructuring categories set forth in the above table on an aggregate basis for fiscal 2002.

     December 2001 SCI Acquisition Restructuring. In December 2001, we acquired SCI in a purchase business combination. As part of the acquisition of SCI, we recorded an assumed liability, based on SCI management’s plan prior to the acquisition in accordance with EITF 94-3, for expected involuntary employee termination costs of approximately $7.4 million for 158 employee positions. As of September 28, 2002, we had utilized approximately $5.5 million of these charges in connection with the termination of 100 employees during the period. We expect to terminate the remaining employees in the first half of our fiscal 2003. In fiscal 2002, we also incurred charges to restructure liability of $2.3 million related to plant consolidations and closures, of which $354,000 was paid during fiscal 2002.

     SCI Acquisition Restructuring. As part of the acquisition of SCI, we also recorded charges to restructure liability of $96.8 million consisting of planned involuntary employee termination costs related to the involuntary termination of 7,143 employees. We utilized $58.7 million in charges with respect to the termination of 6,446 employees during fiscal 2002. The involuntary employee terminations are expected to be completed by the first half of fiscal 2003. We also incurred charges to restructure liability of $39.1 million with respect to restructuring costs related to lease payments for permanently vacated properties and other costs, approximately $5.3 million of which were later reversed in that period due to a change in customer requirements, and utilized approximately $12.1 million of these charges during fiscal 2002. We incurred charges to restructure liability of $23.7 million of asset related write-offs consisting of excess equipment and leasehold improvements to facilities that were permanently vacated, of which $19.6 million were utilized in fiscal 2002. The closing and consolidation of the plants discussed above are expected to be completed by December 2002.

     We continue to rationalize manufacturing facilities and headcount to better scale capacity to current market and operating conditions. In connection therewith, we will incur additional restructuring charges in fiscal year 2003 and 2004 pursuant to our phase two restructuring plan under which we expect to incur up to approximately $250.0 million of restructuring costs, approximately $50.0 million of which was incurred in fiscal 2002 and the remaining $200.0 million will be incurred in fiscal 2003 and 2004. We expect that approximately 55% of the costs will be cash and 45% will be non-cash.

F-32

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Note 10. Stockholders’ Equity

     Common Stock. In March 2000 and January 2001, Sanmina-SCI effected two-for-one stock splits payable in the form of a dividend. Accordingly, all share and per share data has been adjusted to retroactively reflect the stock splits. On February 8, 2000, Sanmina-SCI completed a public offering of 19,100,000 shares of common stock at $29.50 per share for the aggregate gross proceeds of $563.5 million.

     Treasury Stock. In September 2001, Sanmina-SCI’s Board of Directors authorized Sanmina-SCI to repurchase up to 5% of the outstanding common stock at market price. The timing of the stock purchases is at the discretion of management. As of September 28, 2002, Sanmina-SCI had purchased approximately 17.3 million shares for a total cost of approximately $141.3 million.

Sanmina-SCI Stock Option Plans

     Stock Option Plans. The 1990 Incentive Stock Plan (the “Plan”) provides for the grant of incentive stock options, non-statutory stock options, and stock purchase rights to employees and other qualified individuals to purchase shares of Sanmina-SCI’s common stock at amounts not less than 100% of the fair market value of the shares on the date of the grant.

     On January 29, 1999, stockholders approved an amendment to adopt Sanmina-SCI’s 1999 Stock Plan (the “1999 Plan”). The 1999 Plan provides for the grant of incentive stock options, non-statutory stock options, and stock purchase rights to employees and other qualified individuals to purchase shares of Sanmina-SCI’s Common Stock generally at amounts not less than 100% of the fair market value of the shares on the date of the grant. In the event a grant is priced at a level below the then current market value on the date of grant, Sanmina-SCI records the corresponding deferred compensation.

     The 1995 Director Option Plan (the “Director Plan”) provides for the automatic grant of stock options to outside directors of Sanmina-SCI or any subsidiary of Sanmina-SCI at amounts not less than 100% of the fair market value of the shares on the date of grant.

     The 1996 Supplemental Stock Option Plan (the “Supplemental Plan”) permits only the grant of non-statutory options. Options issued under this plan are granted at an exercise price at least equal to the fair market value of Sanmina-SCI’s Common Stock on the date of the grant. Options under the Supplemental Plan may be granted to employees and consultants, but executive officers and directors may not be granted options under the Supplemental Plan.

     The Sanmina-SCI Corporation Stock Option Plan 2000 (the “2000 Plan”) provides for the grant of non-statutory stock options to employees of our subsidiaries in Sweden and Finland. The exercise price of options granted under the 2000 Plan can be less than the market value of a share, but shall not be less than the market value of a share on the day before the date on which invitations to apply for options were issued.

     The French Addendum to the 1999 Stock Plan (the “French Addendum”) provides for the grant of non-statutory options to employees of the subsidiaries of Sanmina-SCI in France. For French tax purposes, the French Addendum is a qualifying plan which will avoid social security charges to the employee provided

F-33

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

the shares acquired are not sold within five years of the date on which the option is granted and the option price of the newly issued shares cannot be lower than 80% of the average stock exchange price during the 20 days preceding the grant. Options issued pursuant to this plan are issued at 100% of the market price on the date of grant.

     Options vest as determined by the Compensation Committee of the Board of Directors and in no event may an option have a term exceeding ten years from the date of the grant. Option activity under the Sanmina-SCI option plans is as follows:

					Weighted Average Exercise
		Shares			Price
Balance at October 2, 1999			26,282,100		$	6.90
	Hadco Plan		3,096,982			14.59
	Granted		9,478,400			27.35
	Exercised		(5,455,934	)		7.23
	Cancelled		(2,177,894	)		13.87
Balance at September 30, 2000			31,223,654			13.31
	2000 Plan		610,000			28.29
	Granted		6,173,326			25.51
	Exercised		(4,052,338	)		9.76
	Cancelled		(2,352,286	)		27.27
Balance at September 29, 2001			31,602,356			15.71
	SCI Plan		12,798,144			18.11
	Granted		16,753,986			9.60
	Exercised		(1,165,748	)		7.20
	Cancelled		(5,576,974	)		21.37
Balance at September 28, 2002			54,411,764		$	13.99

     The following table summarizes information regarding stock options outstanding under the Sanmina-SCI option plans at September 28, 2002:

Options Outstanding								Option Vested and Exercisable
						Weighted Average
Range of Weighted						Remaining		Weighted Average				Weighted Average
Exercise Prices				Number Outstanding		Contractual Life		Exercise Price		Number Outstanding		Exercise Price
$	0.63 -	$	4.07		11,185,703		6.25	$	3.30		5,534,530	$	2.53
$	4.09 -	$	10.27		12,246,975		6.03	$	7.65		8,593,575	$	7.01
$	10.32 -	$	13.96		12,170,980		8.14	$	13.11		4,529,615	$	12.91
$	13.97 -	$	25.47		11,418,809		7.33	$	19.13		6,315,170	$	18.74
$	25.74 -	$	57.82		7,389,297		7.94	$	34.20		3,138,683	$	34.42
$	0.63 -	$	57.82		54,411,764		7.08	$	13.99		28,111,573	$	12.77

     The number of exercisable options and the weighted average exercise price as of September 29, 2001 and September 30, 2000 were 17,638,780 at $10.04 per share and 15,866,128 at $13.31 per share, respectively.

F-34

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

     Sanmina-SCI Employee Stock Purchase Plan. Sanmina-SCI’s employee stock purchase plan (the “Purchase Plan”) provides for the issuance of up to 14,200,000 shares of common stock. Under the Purchase Plan, employees may purchase, on a periodic basis, a limited number of shares of common stock through payroll deductions over a six-month period. The per share purchase price is 85% of the fair market value of the stock at the beginning or end of the offering period, whichever is lower. As of September 28, 2002, 10,199,795 shares had been issued under the Purchase Plan.

     Hadco Employee Stock Purchase Plan. Hadco’s Employee Stock Purchase Plan (“ESP Plan”) was approved by the Hadco stockholders in March 1998 to allow eligible employees, as defined in the ESP Plan, to purchase shares of common stock during one or more six-month periods through payroll deductions. Shares were purchased at 85% of fair value, as defined. A total of 1,400,000 shares of common stock were reserved for purchase under the ESP Plan. During fiscal 2000, Hadco issued 296,992 under the ESP Plan. As of September 30, 2000, Sanmina-SCI had closed the plan. Shares that were available for purchase under the ESP Plan have expired.

     Authorized Shares. As of September 28, 2002, Sanmina-SCI has reserved the following shares of authorized but unissued common stock:

Convertible subordinated debt	36,737,598
Stock option plans	75,774,157
Employee stock purchase plan	4,000,205
	116,551,960

     Stock-based Compensation. Sanmina-SCI accounts for its stock option plans and employee stock purchase plan under APB Opinion No. 25 and related interpretations. Had compensation cost for all plans been determined consistent with SFAS No. 123, Sanmina-SCI’s net income (loss) and net income (loss) per share would have been the following pro forma amounts:

		Year Ended
		September 28,			September 29,			September 30,
		2002			2001			2000
		(in thousands, except per share data)
Net income (loss):
	As reported	$	(2,696,753	)	$	40,446		$	210,094
	Pro forma	$	(2,763,677	)	$	(18,778	)	$	162,794
Basic earnings/(loss) per share:
	As reported	$	(5.60	)	$	0.13		$	0.69
	Pro forma	$	(5.73	)	$	(0.06	)	$	0.53
Diluted earnings/(loss) per share:
	As reported	$	(5.60	)	$	0.12		$	0.65
	Pro forma	$	(5.73	)	$	(0.06	)	$	0.48

     The weighted average fair values of options granted by Sanmina-SCI during fiscal 2002, 2001, and 2000 was $6.00, $22.46 and $19.51 per share, respectively. The fair value of each stock option granted or stock issued under the employee stock purchase plans is estimated on the date of grant using the Black-

F-35

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Scholes option pricing model with the following weighted-average assumptions used for grants or issuances in fiscal 2002, 2001, and 2000, respectively.

	Year Ended
	September 28,			September 29,			September 30,
	2002			2001			2000
Volatility		95	%		99	%		67	%
Risk-free interest rate		3.34	%		5.0	%		5.75	%
Dividend yield		0	%		0	%		0	%
Expected lives (management and directors) beyond vesting	1.1  years			1.2  years			1.1  years
Expected lives (employees) beyond vesting	0.6  years			0.6  years			0.5  years

     Note 11. Income Taxes

     The provision (benefit) for income taxes is based upon income (loss) before income taxes as follows:

		Year Ended
		September 28,			September 29,		September 30,
		2002			2001		2000
Income (loss) before income taxes
	Domestic	$	(438,347	)	$	55,416	$	302,151
	International		(2,376,545	)		27,376		47,820
		$	(2,814,892	)	$	82,792	$	349,971

     The provision (benefit) for income taxes consists of the following:

		Year Ended
		September 28,			September 29,			September 30,
		2002			2001			2000
		(in thousands)
Federal
	Current	$	(132,802	)	$	98,721		$	142,826
	Deferred		36,828			(60,049	)		(44,314	)
			(95,974	)		38,672			98,512
State
	Current		—			12,673			27,341
	Deferred		(23,434	)		(7,783	)		(4,023	)
			(23,434	)		4,890			23,318
Foreign taxes
	Current		(13,019	)		(7,109	)		18,047
	Deferred		14,288			5,893			—
			1,269			(1,216	)		18,047
Total provision (benefit) for income taxes		$	(118,139	)	$	42,346		$	139,877

F-36

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

     The components of the deferred income tax assets and liabilities are as follows:

			As of
			September 28,			September 29,
			2002			2001
			(in thousands)
Current deferred tax assets:
	Reserves not currently deductible		$	324,474		$	86,133
	Accruals not currently deductible			35,355			66,893
	Net operating loss carryforwards			26,906			4,495
	Deferred compensation			9,902			1,114
	Other			4,841			5,338
	Total current deferred income tax asset			401,478			163,973
	Valuation allowance			(89,294	)		(4,074	)
		Net current deferred income tax asset	$	312,184		$	159,899
Noncurrent deferred tax assets and liabilities
Deferred tax assets:
	Acquisition related intangibles		$	64,668		$	—
		Gross noncurrent deferred tax asset	$	64,668		$	—
Deferred tax liabilities:
	Acquisition related intangibles		$	—		$	(36,572	)
	Depreciation differences			(5,644	)		(23,334	)
	Foreign earnings			(73,299	)		—
	Other			(2,909	)		(1,092	)
		Gross noncurrent deferred tax liability	$	(81,852	)	$	(60,998	)
	Net noncurrent deferred tax asset (liability)		$	(17,184	)	$	(60,998	)

     In accordance with SFAS No. 109 “Accounting for Income Taxes”, Sanmina-SCI believes it is more likely than not that Sanmina-SCI will not realize a portion of the benefits of certain deferred tax assets, and accordingly, has provided a valuation allowance for them. Approximately $37.0 million of the valuation allowance at September 28, 2002 relates to deferred tax assets acquired in connection with the merger with SCI (see Note 8). Any portion of this amount for which tax benefits are subsequently recognized will be allocated to reduce goodwill.

     Sanmina-SCI has no present intention of remitting undistributed earnings of foreign subsidiaries aggregating approximately $65.0 million as of September 28, 2002, and, accordingly, no deferred tax liability has been established relative to these earnings.

     At September 28, 2002, Sanmina-SCI had net operating loss carryforwards totaling approximately $303.0 million of which $59.0 million will begin expiring in fiscal 2010, $231.0 million will begin expiring in fiscal 2014 and the remaining $13.0 million does not expire.

F-37

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

     Following is a reconciliation of statutory federal tax rate to the effective tax rate resulting from the computation of the provision (benefit) for income taxes:

	Year Ended
	2002			2001			2000
Federal tax at statutory rate		(35.00	)%		35.00	%		35.00	%
State income taxes, net of federal benefit		(0.83	)		4.16			4.66
Foreign subsidiary income (loss)		6.74			(2.95	)		0.27
Effect of non-deductible goodwill impairment and amortization		23.15			16.76			0.89
Tax exempt interest income		—			—			(0.17	)
Foreign sales benefit		(0.40	)		(4.11	)		(0.69	)
Tax credits		—			(0.83	)		(0.43	)
Change in valuation allowance		1.93			3.86			(0.62	)
Merger and acquisition costs		—			1.16			1.63
Other		0.21			(1.90	)		(0.58	)
Provision (benefit) for income taxes		(4.20	)%		51.15	%		39.96	%

Note 12. Business Segment, Geographic and Customer Information

     SFAS No. 131 establishes standards for reporting information about operating segments in annual financial statements and requires selected information about operating segments in interim financial reports issued to stockholders. It also established standards for related disclosures about products and services, geographic areas and major customers. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers, or decision making group, in deciding how to allocate resources and in assessing performance.

     Sanmina-SCI’s chief operating decision maker is the Chief Operating Officer. Based on the evaluation of financial information by the Chief Operating Officer, management currently believes that Sanmina-SCI operates in two geographic segments, domestic (U.S.A.) and international operations. Revenues are attributable to the country in which the product is manufactured. For the year ended September 28, 2002, one foreign country, Mexico, represented greater than 10% of net sales on a consolidated basis. Revenue derived from our Mexican operations was approximately $923.8 million for the year ended September 28, 2002. As of September 28, 2002, no foreign country’s assets exceeded 10% of consolidated assets. During fiscal 2001 and 2000, assets and revenues attributable to any individual foreign country did not exceed 10% of the total assets or revenues, respectively. Each segment manufactures, tests and services a full spectrum of complex printed circuit boards, custom backplane interconnect devices, and electronic assembly services. The chief operating decision maker evaluates performance based upon each segment’s operating income. Operating income is defined as income before interest income (expense), other income (expense) and income taxes.

F-38

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

     The following summarizes financial information by geographic segment:

			Year Ended
			September 28,			September 29,			September 30,
			2002(1)(2)			2001			2000
			(in thousands)
Net sales
	Domestic		$	3,875,001		$	3,067,208		$	3,181,949
	International			4,886,629			986,840			1,057,153
		Total	$	8,761,630		$	4,054,048		$	4,239,102
Operating income (loss)
	Domestic		$	(421,582	)	$	108,638		$	301,389
	International			(2,342,601	)		(45,165	)		60,067
		Total	$	(2,764,183	)	$	63,473		$	361,456

(1)	Includes goodwill impairment loss of $2.7 billion.
(2)	On December 6, 2001, we acquired SCI in a purchase business combination. The consolidated financial statements include the operating results of SCI from December 3, 2001, the close of the accounting period nearest to the acquisition date of December 6, 2001.

			Year Ended
			September 28,		September 29,		September 30,
			2002(1)(2)		2001		2000
			(in thousands)
Long-lived assets (excludes goodwill and intangibles)
	Domestic		$	643,227	$	604,474	$	631,139
	International			566,965		158,167		153,686
		Total	$	1,210,192	$	762,641	$	784,825
Depreciation and amortization
	Domestic		$	150,342	$	149,055	$	144,418
	International			99,230		31,738		20,802
		Total	$	249,572	$	180,793	$	165,220
Capital expenditures
	Domestic		$	36,414	$	156,269	$	150,927
	International			56,577		31,262		54,669
		Total	$	92,991	$	187,531	$	205,596

     Although Sanmina-SCI seeks to diversify its customer base, a small number of customers are responsible for a significant portion of Sanmina-SCI’s net sales. During fiscal 2002, 2001, and 2000, sales to Sanmina-SCI’s ten largest customers accounted for 65.8%, 51.1%, and 54.8%, respectively, of Sanmina-SCI’s consolidated net sales. In fiscal 2002, sales to Sanmina-SCI’s two largest customers represented 18.0% and 15.8%, respectively, of Sanmina-SCI’s net sales and included sales reported in both the domestic and international segments. In fiscal 2001, no single customer individually accounted for 10.0% or more of net sales. In 2000, sales to Sanmina-SCI’s largest customer individually represented 11.4% of net sales.

F-39

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Note 13. Supplemental Guarantors Condensed Consolidating Financial Information

     On December 23, 2002, Sanmina-SCI issued $750.0 million of 10.375% Senior Secured Notes due January 15, 2010 (the “10.375% Notes”) in a private placement to qualified investors, as part of a refinancing transaction. The 10.375% Notes are fully and unconditionally guaranteed by substantially all of Sanmina-SCI’s United States subsidiaries and are secured by a second priority security interest on substantially all of the personal property assets of Sanmina-SCI and its United States subsidiaries located in the United States, a pledge of the capital stock of substantially all of Sanmina-SCI’s United States subsidiaries, a pledge of 65% of the capital stock of certain of Sanmina-SCI’s first-tier foreign subsidiaries, and mortgages on certain domestic real estate.

     The condensed consolidating financial statements are presented below and should be read in connection with the Consolidated Financial Statements of Sanmina-SCI. Separate financial statements of the Guarantors are not presented because (i) the Guarantors are wholly-owned and have fully and unconditionally guaranteed the 10.375% Notes on a joint and several basis, and (ii) Sanmina-SCI’s management has determined such separate financial statements are not material to investors. There are no significant restrictions on the ability of Sanmina-SCI or any Guarantor to obtain funds from its subsidiaries by dividend or loan.

     The following condensed consolidating financial information presents:

     (1)  A condensed consolidating balance sheet as of September 28, 2002 and the related condensed consolidating statements of operations and cash flows for the year ended September 28, 2002, of (a) Sanmina-SCI, the parent; (b) the guarantor subsidiaries; (c) the non-guarantor subsidiaries; (d) elimination entries necessary to consolidate Sanmina-SCI with the guarantor subsidiaries and the non-guarantor subsidiaries; and (e) Sanmina-SCI, the guarantor subsidiaries and the non-guarantor subsidiaries on a consolidated basis.

     (2)  An unaudited condensed consolidating balance sheet as of September 29, 2001, and the related unaudited condensed consolidating statements of operations and cash flows for each of the two years in the period ended September 29, 2001, of (a) Sanmina-SCI, the parent; (b) the guarantor subsidiaries; (c) the non-guarantor subsidiaries; (d) elimination entries necessary to consolidate Sanmina-SCI with the guarantor subsidiaries and the non-guarantor subsidiaries; and (e) Sanmina-SCI, the guarantor subsidiaries and the non-guarantor subsidiaries on a consolidated basis.

     Investments in subsidiaries are accounted for on the equity method. The principal elimination entries eliminate investments in subsidiaries, intercompany balances and intercompany sales.

F-40

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Balance Sheet
As of September 28, 2002

					Guarantor		Non-Guarantor		Consolidating			Consolidated
			Sanmina-SCI		Subsidiaries		Subsidiaries		Eliminations			Total
			(In thousands)
Assets:
Current assets:
	Cash and cash equivalents		$	454,792	$	134,570	$	475,172	$	—		$	1,064,534
	Short-term investments			99,140		—		—		—			99,140
	Accounts receivable, net			10,138		69,974		1,314,403		—			1,394,515
	Accounts receivable — intercompany			—		326,380		—		(326,380	)		—
	Inventories			147,195		324,025		651,796		—			1,123,016
	Prepaid expenses and other			246,464		101,399		136,454		(6,484	)		477,833
		Total current assets		957,729		956,348		2,577,825		(332,864	)		4,159,038
Property, plant and equipment, net				160,660		347,196		576,598		—			1,084,454
Goodwill and intangibles				81,928		884,693		1,182,206		—			2,148,827
Intercompany accounts				1,898,653		—		—		(1,898,653	)		—
Investment in subsidiaries				2,038,244		1,987,974		—		(4,026,218	)		—
Long-term investments				53,489		100		20,366		—			73,955
Deposits and other				65,733		20,012		53,292		(87,254	)		51,783
		Total assets	$	5,256,436	$	4,196,323	$	4,410,287	$	(6,344,989	)	$	7,518,057
Liabilities and Stockholders’ Equity:
Current liabilities:
	Current portion of long-term debt		$	26,339	$	343	$	239,217	$	—		$	265,899
	Accounts payable			129,688		391,678		758,085		—			1,279,451
	Accounts payable — intercompany			237,058		—		89,322		(326,380	)		—
	Accrued liabilities			83,125		191,976		240,022		(6,484	)		508,639
		Total current liabilities		476,210		583,997		1,326,646		(332,864	)		2,053,989
Long-term liabilities
	Long-term debt, net of current portion			1,356,485		567,382		51,464		—			1,975,331
	Intercompany accounts — noncurrent			—		588,550		1,310,103		(1,898,653	)		—
	Deferred income tax liability			—		104,438		—		(87,254	)		17,184
	Other			9,026		35,694		12,118		—			56,838
		Total long-term liabilities		1,365,511		1,296,064		1,373,685		(1,985,907	)		2,049,353
Stockholders’ equity:
	Common stock			5,254		42,967		507,144		(550,111	)		5,254
	Other stockholders’ equity accounts			3,409,461		2,273,295		1,202,812		(3,476,107	)		3,409,461
		Total stockholders’ equity		3,414,715		2,316,262		1,709,956		(4,026,218	)		3,414,715
		Total liabilities and stockholders’ equity	$	5,256,436	$	4,196,323	$	4,410,287	$	(6,344,989	)	$	7,518,057

F-41

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Operations
For the Year Ended September 28, 2002

						Guarantor			Non-Guarantor			Consolidating			Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations			Total
			(In thousands)
Net sales			$	921,681		$	3,650,118		$	5,345,894		$	(1,156,063	)	$	8,761,630
Cost of sales				862,396			3,503,052			5,177,544			(1,156,063	)		8,386,929
	Gross profit			59,285			147,066			168,350			—			374,701
Operating expenses:
	Selling, general and administrative			73,862			104,684			109,079			—			287,625
	Amortization of intangibles			433			4,734			590			—			5,757
	Goodwill impairment and write down of intangible assets			68,010			230,990			2,371,000			—			2,670,000
	Merger and integration costs			—			3,707			—			—			3,707
	Restructuring costs			42,592			98,921			30,282			—			171,795
		Total operating expenses		184,897			443,036			2,510,951			—			3,138,884
Operating income (loss)				(125,612	)		(295,970	)		(2,342,601	)		—			(2,764,183	)
	Interest income			18,279			2,706			4,307			—			25,292
	Interest expense			(54,411	)		(15,910	)		(27,512	)		—			(97,833	)
	Interest income (expense) - intercompany			3,819			9,951			(13,770	)		—			—
	Other income (expense)			8,204			(53,065	)		66,693			—			21,832
Other Income (expense), net				(24,109	)		(56,318	)		29,718			—			(50,709	)
Income (loss) before provision (benefit) for income taxes and equity in loss of subsidiaries				(149,721	)		(352,288	)		(2,312,883	)		—			(2,814,892	)
Provision (benefit) for income taxes				(50,800	)		(44,654	)		(22,685	)		—			(118,139	)
Equity in loss of subsidiaries				(2,597,832	)		(2,178,522	)		—			4,776,354			—
		Net loss	$	(2,696,753	)	$	(2,486,156	)	$	(2,290,198	)	$	4,776,354		$	(2,696,753	)

F-42

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Flows
For the Year Ended September 28, 2002

						Guarantor			Non-Guarantor			Consolidating		Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations		Total
			(In thousands)
Cash provided by (used for) operating activities			$	(24,649	)	$	239,249		$	608,719		$	—	$	823,319
Cash flows from investing activities:
	Purchases of short-term investments			(488,652	)		—			—			—		(488,652	)
	Proceeds from maturities of short-term investments			1,202,903			—			—			—		1,202,903
	Purchases of property, plant and equipment			(17,544	)		(2,122	)		(73,325	)		—		(92,991	)
	Proceeds from sale of assets			643			2,765			565			—		3,973
	Cash paid for businesses acquired, net			—			(70,059	)		(249,882	)		—		(319,941	)
		Cash provided by (used for) investing activities		697,350			(69,416	)		(322,642	)		—		305,292
Cash flows from financing activities:
	Issuance (repurchase) of convertible notes			(125,466	)		—			—			—		(125,466	)
	Proceeds from notes and credit facilities, net			1,424,000			204,300			15,182			—		1,643,482
	Payments of long-term debt			(1,022,229	)		(990,535	)		(40,203	)		—		(2,052,967	)
	Proceeds from sale of common stock, net of issuance costs			17,545			—			—			—		17,545
	Repurchase of common stock			(116,344	)		—			—			—		(116,344	)
	Proceeds from (repayment of) intercompany debt			(891,389	)		743,495			147,894			—		—
		Cash provided by (used for) financing activities		(713,883	)		(42,740	)		122,873			—		(633,750	)
Effect of exchange rate changes				—			—			2,024			—		2,024
Increase (decrease) in cash and cash equivalents				(41,182	)		127,093			410,974			—		496,885
Cash and cash equivalents at beginning of period				495,974			7,477			64,198			—		567,649
Cash and cash equivalents at end of period			$	454,792		$	134,570		$	475,172		$	—	$	1,064,534

F-43

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Balance Sheet
As of September 29, 2001
(Unaudited)

					Guarantor		Non-Guarantor		Consolidating			Consolidated
			Sanmina-SCI		Subsidiaries		Subsidiaries		Eliminations			Total
			(In thousands)
Assets:
Current assets:
	Cash and cash equivalents		$	495,974	$	7,477	$	64,198	$	—		$	567,649
	Short-term investments			820,742		—		—		—			820,742
	Accounts receivable, net			168,865		112,242		128,738		—			409,845
	Accounts receivable — intercompany			—		1,916		948		(2,864	)		—
	Inventories			269,058		122,767		111,997		—			503,822
	Prepaid expenses and other			272,825		2,195		6,215		—			281,235
		Total current assets		2,027,464		246,597		312,096		(2,864	)		2,583,293
Property, plant and equipment, net				191,031		287,752		153,807		—			632,590
Goodwill and intangibles				35,543		97,671		161,183		—			294,397
Intercompany accounts				233,990		—		—		(233,990	)		—
Investment in subsidiaries				459,931		25,151		—		(485,082	)		—
Long-term investments				94,428		—		4,086		—			98,514
Deposits and other				21,657		1,168		8,712		—			31,537
		Total assets	$	3,064,044	$	658,339	$	639,884	$	(721,936	)	$	3,640,331
Liabilities and Stockholders’ Equity:
Current liabilities:
	Current portion of long-term debt		$	938	$	217	$	14,645	$	—		$	15,800
	Accounts payable			226,028		23,205		83,238		—			332,471
	Accounts payable — intercompany			2,864		—		—		(2,864	)		—
	Accrued liabilities			63,196		44,034		36,836		—			144,066
		Total current liabilities		293,026		67,456		134,719		(2,864	)		492,337
Long-term liabilities
	Long-term debt, net of current portion			862,161		124,142		232,305		—			1,218,608
	Intercompany accounts — noncurrent			—		88,355		145,635		(233,990	)		—
	Deferred income tax liability			55,546		—		5,452		—			60,998
	Other			12,331		10,632		4,445		—			27,408
		Total long-term liabilities		930,038		223,129		387,837		(233,990	)		1,307,014
Stockholders’ equity:
	Common stock			3,224		700		48,619		(49,319	)		3,224
	Other stockholders’ equity accounts			1,837,756		367,054		68,709		(435,763	)		1,837,756
		Total stockholders’ equity		1,840,980		367,754		117,328		(485,082	)		1,840,980
		Total liabilities and stockholders’ equity	$	3,064,044	$	658,339	$	639,884	$	(721,936	)	$	3,640,331

F-44

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Operations
For the Year Ended September 29, 2001
(Unaudited)

						Guarantor			Non-Guarantor			Consolidating			Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations			Total
			(In thousands)
Net sales			$	1,437,917		$	1,052,741		$	1,773,338		$	(209,948	)	$	4,054,048
Cost of sales				1,325,532			830,075			1,566,920			(209,948	)		3,512,579
	Gross profit			112,385			222,666			206,418			—			541,469
Operating expenses:
	Selling, general and administrative			67,569			92,886			79,228			—			239,683
	Amortization of goodwill and intangibles			7,524			7,394			11,432			—			26,350
	Goodwill impairment and write down of intangible assets			—			40,308			—			—			40,308
	Merger and integration costs			5,600			—			6,923			—			12,523
	Restructuring costs			43,486			72,357			43,289			—			159,132
		Total operating expenses		124,179			212,945			140,872			—			477,996
Operating income (loss)				(11,794	)		9,721			65,546			—			63,473
	Interest income			64,787			6,620			926			—			72,333
	Interest expense			(40,051	)		5,354			(20,521	)		—			(55,218	)
	Interest income (expense) — intercompany			3,725			—			(3,725	)		—			—
	Other income (expense)			5,716			(3,516	)		4			—			2,204
Other income (expense), net				34,177			8,458			(23,316	)		—			19,319
Income before provision for income taxes and equity in income of subsidiaries				22,383			18,179			42,230			—			82,792
Provision for income taxes				11,448			9,298			21,600			—			42,346
Equity in income of subsidiaries				29,511			6,067			—			(35,578	)		—
		Net income	$	40,446		$	14,948		$	20,630		$	(35,578	)	$	40,446

F-45

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Cash Flows
For the Year Ended September 29, 2001
(Unaudited)

						Guarantor			Non-Guarantor			Consolidating		Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations		Total
			(In thousands)
Cash provided by (used for) operating activities			$	(96,229	)	$	297,771		$	199,985		$	—	$	401,527
Cash flows from investing activities:
	Purchases of short-term investments			(2,078,081	)		—			—			—		(2,078,081	)
	Proceeds from maturities of short-term investments			1,530,493			—			—			—		1,530,493
	Purchases of long-term investments			(38,511	)		—			(4,086	)		—		(42,597	)
	Purchases of property, plant and equipment			(76,333	)		(99,218	)		(11,980	)		—		(187,531	)
	Proceeds from sale of assets			3,957			—			—			—		3,957
	Cash paid for businesses acquired, net			—			(67,667	)		(4,000	)		—		(71,667	)
		Cash provided by (used for) investing activities		(658,475	)		(166,885	)		(20,066	)		—		(845,426	)
Cash flows from financing activities:
	Payments on line of credit, net			—			—			(2,602	)		—		(2,602	)
	Proceeds from notes and credit facilities, net			8,529			—			—			—		8,529
	Proceeds from (payments of) long-term debt			(14,186	)		(1,650	)		1,503			—		(14,333	)
	Additions to (payment of) long-term liabilities			(6,555	)		5,000			—			—		(1,555	)
	Proceeds from sale of common stock, net of issuance costs			57,211			—			—			—		57,211
	Repurchase of common stock			(24,929	)		—			—			—		(24,929	)
	Proceeds from (repayment of) intercompany debt			307,391			(153,666	)		(153,725	)		—		—
		Cash provided by (used for) financing activities		327,461			(150,316	)		(154,824	)		—		22,321
Effect of exchange rate changes				—			—			(9,015	)		—		(9,015	)
Increase (decrease) in cash and cash equivalents				(427,243	)		(19,430	)		16,080			—		(430,593	)
Cash and cash equivalents at beginning of period				923,217			26,907			48,118			—		998,242
Cash and cash equivalents at end of period			$	495,974		$	7,477		$	64,198		$	—	$	567,649

F-46

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Operations
For the Year Ended September 30, 2000
(Unaudited)

						Guarantor			Non-Guarantor			Consolidating			Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations			Total
			(In thousands)
Net sales			$	1,149,084		$	1,551,149		$	1,543,953		$	(5,084	)	$	4,239,102
Cost of sales				966,507			1,272,708			1,328,299			(5,084	)		3,562,430
	Gross profit			182,577			278,441			215,654			—			676,672
Operating expenses:
	Selling, general and administrative			56,394			110,882			68,444			—			235,720
	Amortization of goodwill and intangibles			4,090			12,091			7,364			—			23,545
	Goodwill impairment and write down of intangible assets			—			8,750			—			—			8,750
	Merger and integration costs			4,802			15,061			—			—			19,863
	Restructuring costs			—			26,108			1,230			—			27,338
		Total operating expenses		65,286			172,892			77,038			—			315,216
Operating income				117,291			105,549			138,616			—			361,456
	Interest income			39,398			1,741			1,554			—			42,693
	Interest expense			(19,004	)		(17,238	)		(10,554	)		—			(46,796	)
	Other income (expense)			3,870			(9,076	)		(2,176	)		—			(7,382	)
Other income (expense), net				24,264			(24,573	)		(11,176	)		—			(11,485	)
Income before provision for income taxes and equity in income of subsidiaries				141,555			80,976			127,440			—			349,971
Provision for income taxes				56,511			32,390			50,976			—			139,877
Equity in income of subsidiaries				125,050			3,155			—			(128,205	)		—
		Net income	$	210,094		$	51,741		$	76,464		$	(128,205	)	$	210,094

F-47

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Cash Flows
For the Year Ended September 30, 2000
(Unaudited)

						Guarantor			Non-Guarantor			Consolidating		Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations		Total
			(In thousands)
Cash provided by (used for) operating activities			$	114,958		$	3,565		$	(29,347	)	$	—	$	89,176
Cash flows from investing activities:
	Purchases of short-term investments			(311,982	)		—			(1,541	)		—		(313,523	)
	Proceeds from maturities of short-term investments			363,572			—			3,100			—		366,672
	Purchases of long-term investments			(2,861	)		—			—			—		(2,861	)
	Purchases of property, plant and equipment			(96,430	)		(84,293	)		(24,873	)		—		(205,596	)
	Cash paid for businesses acquired, net			(1,871	)		(65,113	)		(135,680	)		—		(202,664	)
		Cash provided by (used for) investing activities		(49,572	)		(149,406	)		(158,994	)		—		(357,972	)
Cash flows from financing activities:
	Issuance (repurchase) of convertible notes			734,882			—			—			—		734,882
	Payments on line of credit, net			—			(140,000	)		—			—		(140,000	)
	Proceeds from notes and credit facilities, net			—			65,000			3,679			—		68,679
	Proceeds from (payments of) long-term debt			—			(186,697	)		21,729			—		(164,968	)
	Additions to (payments of) long-term liabilities			2,867			—			(3,168	)		—		(301	)
	Proceeds from sale of common stock, net of issuance costs			605,648			—			18,150			—		623,798
	Proceeds from (repayment of) intercompany debt			(597,359	)		421,570			175,789			—		—
		Cash provided by (used for) financing activities		746,038			159,873			216,179			—		1,122,090
Effect of exchange rate changes				—			—			(4,333	)		—		(4,333	)
Increase (decrease) in cash and cash equivalents				811,424			14,032			23,505			—		848,961
Cash and cash equivalents at beginning of period				111,793			12,875			24,613			—		149,281
Cash and cash equivalents at end of period			$	923,217		$	26,907		$	48,118		$	—	$	998,242

F-48

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

			Three Months Ended
			December 28, 2002			December 29, 2001
			(In thousands except per share data)
			(Unaudited)
Net sales			$	2,536,961		$	1,130,461
Cost of sales				2,428,004			1,077,354
	Gross profit			108,957			53,107
Operating expenses:
	Selling, general and administrative			83,292			51,988
	Amortization of intangibles			1,609			1,478
	Integration costs			2,396			—
	Restructuring costs			34,093			62,691
		Total operating expenses		121,390			116,157
Operating income (loss)				(12,433	)		(63,050	)
	Interest income			3,321			13,257
	Interest expense			(21,477	)		(20,657	)
	Other income (expense)			19,382			(1,671	)
Other income (expense), net				1,226			(9,071	)
Income (loss) before provision (benefit) for income taxes				(11,207	)		(72,121	)
Provision (benefit) for income taxes				(3,698	)		(26,898	)
		Net income (loss)	$	(7,509	)	$	(45,223	)
Earnings (loss) per share:
	Basic		$	(0.01	)	$	(0.12	)
	Diluted		$	(0.01	)	$	(0.12	)
Shares used in computing per share amounts:
	Basic			509,567			374,883
	Diluted			509,567			374,883

See accompanying notes.

F-49

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

			December 28, 2002			September 28, 2002
			(Unaudited)			(Derived from
						Audited
						Financials)
			(In thousands)
ASSETS
Current assets:
	Cash and cash equivalents		$	1,525,401		$	1,064,534
	Short-term investments			44,219			99,140
	Accounts receivable, net			1,435,299			1,394,515
	Inventories			1,083,633			1,123,016
	Deferred income taxes — current			317,119			312,184
	Income taxes receivable			54,361			33,591
	Prepaid expenses and other			89,029			132,058
		Total current assets		4,549,061			4,159,038
Property, plant and equipment, net				1,081,318			1,084,454
Long-term investments				19,462			73,955
Goodwill and intangibles				2,149,736			2,148,827
Deposits and other				73,945			51,783
		Total assets	$	7,873,522		$	7,518,057
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current portion of long-term debt		$	16,129		$	265,899
	Accounts payable			1,336,062			1,279,451
	Accrued liabilities			407,103			366,500
	Accrued payroll and related benefits			149,158			142,139
		Total current liabilities		1,908,452			2,053,989
Long-term liabilities:
	Long-term debt, net of current portion			2,461,692			1,975,331
	Deferred income tax liability			21,517			17,184
	Other liabilities			61,857			56,838
		Total long-term liabilities		2,545,066			2,049,353
Stockholders’ equity:
	Common stock			5,289			5,254
	Additional paid-in capital			5,683,854			5,675,401
	Treasury stock			(190,290	)		(190,261	)
	Accumulated other comprehensive loss			(5,966	)		(10,305	)
	Retained earnings (deficit)			(2,072,883	)		(2,065,374	)
		Total stockholders’ equity		3,420,004			3,414,715
			$	7,873,522		$	7,518,057

See accompanying notes.

F-50

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

				Three Months Ended
				December 28, 2002			December 29, 2001
				(In thousands)
				(Unaudited)
Cash flows from operating activities:
Net income (loss)				$	(7,509	)	$	(45,223	)
Adjustments to reconcile net loss to cash provided by operating activities:
	Restructuring costs				11,218			26,623
	Depreciation and amortization				61,631			54,184
	Deferred income taxes				(602	)		(67,515	)
	Provision (benefit) for doubtful accounts				(2,736	)		(6,488	)
	Loss on disposal of property and equipment				13,424			5,990
	Loss from investment in 50% or less owned companies				1,643			—
	Gain from repurchase of convertible notes				(23,223	)		—
	Other, net				168			—
	Changes in operating assets and liabilities, net of acquisitions:
		Accounts receivable			(38,048	)		64,093
		Net proceeds from asset securitization program			—			29,500
		Inventories			39,875			281,887
		Prepaid expenses, deposits and other			43,218			14,030
		Income tax accounts			(20,770	)		43,334
		Accounts payable and accrued liabilities			44,836			(323,457	)
			Cash provided by operating activities		123,125			76,958
Cash flows from investing activities:
	Purchases of short-term investments				(3,168	)		(395,386	)
	Proceeds from maturity of short-term investments				57,654			653,530
	Purchases of property and equipment, net of acquisitions				(19,599	)		(19,413	)
	Proceeds from sale of assets				3,996			1,112
	Cash paid for businesses acquired, net of cash acquired				(6,879	)		63,623
			Cash provided by investing activities		32,004			303,466
Cash flows from financing activities:
	Repurchase of convertible notes				(80,448	)		—
	Payments of long-term debt				(25,039	)		(1,015,228	)
	Proceeds from long-term debt, net of issuance costs				1,002,798			—
	Proceeds from (payments of) notes and credit facilities, net				(600,650	)		600,000
	Payments on long term liabilities, net				—			(1,525	)
	Proceeds from sale of common stock, net of issuance costs				8,300			6,547
	Repurchase of common stock				—			(31,997	)
			Cash provided by (used for) financing activities		304,961			(442,203	)
Effect of exchange rate changes					777			269
Increase (decrease) in cash and cash equivalents					460,867			(61,510	)
Cash and cash equivalents at beginning of period					1,064,534			567,649
Cash and cash equivalents at end of period				$	1,525,401		$	506,139
	Supplemental cash flow information
	Cash paid during the period for:
		Interest		$	13,457		$	35,780
		Income taxes		$	8,344		$	48,022
	Non-cash investing and financing activities:
		Stock issued for acquisitions, net of acquisition costs		$	—		$	4,389,991
		Acquisition of property, plant and equipment with long-term investments		$	52,850		$	—

See accompanying notes.

F-51

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1 — Basis of Presentation

     The accompanying condensed consolidated financial statements of Sanmina-SCI Corporation (“Sanmina-SCI”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules or regulations. The interim financial statements are unaudited, but reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation.

     The results of operations for the three months ended December 28, 2002 are not necessarily indicative of the results that may be expected for the year ending September 27, 2003. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended September 28, 2002, included in Sanmina-SCI’s annual report on Form 10-K.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

     Sanmina-SCI’s fiscal year ends on the Saturday nearest September 30. All general references to years relate to fiscal years unless otherwise noted.

Note 2 — Summary of Significant Accounting Policies

     Principles of Consolidation — The consolidated financial statements include the accounts of Sanmina-SCI and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.

     Foreign Currency Translation — For foreign subsidiaries using the local currency as their functional currency, assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of these translation adjustments are reported as a separate component of stockholders’ equity. Remeasurement adjustments for non-functional currency monetary assets and liabilities are included in other income (expense) net in the accompanying consolidated statements of operations.

     Cash and Cash Equivalents — Sanmina-SCI considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 28, 2002, cash and cash equivalents includes $88.1 million of restricted cash and cash equivalents, primarily related to accounts collateralizing letters of credit.

     Goodwill and Intangibles — Costs in excess of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in a purchase business combination are recorded as goodwill. SFAS

F-52

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  (continued)

No. 142, “Goodwill and Other Intangible Assets,” requires that companies no longer amortize goodwill, but instead test for impairment at least annually using a two-step approach. Sanmina-SCI adopted SFAS No. 142 in the first quarter of fiscal 2002 and no longer amortizes goodwill. Sanmina-SCI evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any. During the fourth quarter of fiscal 2002, we recorded an impairment loss of approximately $2.7 billion in connection with the annual impairment test.

     Sanmina-SCI has determined that there are two reportable units: international and domestic. Goodwill information for each reportable unit is as follows (in thousands):

	As of	Additions to	As of
	September 28, 2002	Goodwill	December 28, 2002
Segments:
Domestic	$1,213,205	$527	$1,213,732
International	888,445	$1,991	$890,436
Total	$2,101,650	$2,518	$2,104,168

     Sanmina-SCI has certain identifiable intangible assets that are subject to amortization. The components of intangible assets are as follows (in thousands):

	December 28, 2002						September 28, 2002
	Gross						Gross
	Carrying		Accumulated		Net Carrying		Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Amortized Intangibles	$	78,476	$	32,908	$	45,568	$	78,476	$	31,299	$	47,177

     Intangible asset amortization expense for the three months ended December 28, 2002 and December 29, 2001 was approximately $1.6 million and $1.5 million, respectively.

     Estimated annual amortization expense is as follows (in thousands):

Fiscal years:
2003 (remainder)	$	4,803
2004		6,412
2005		6,412
2006		5,326
2007		5,112
2008		5,112
Thereafter		12,391
	$	45,568

F-53

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  (continued)

     Revenue Recognition. Sanmina-SCI generally recognizes revenue at the point of shipment to its customers, under the contractual terms which in general are FOB shipping point or when services have been performed. Sanmina-SCI also derives revenues from sales of certain inventory, including raw materials, to customers who reschedule, amend or cancel purchase orders after Sanmina-SCI has procured inventory to fulfill their purchase orders. Title to the product or the inventory transfers upon shipment and the customer’s assumption of the risks and rewards of ownership of the product. In some cases, Sanmina-SCI will recognize revenue upon receipt of shipment by the customer or at its designated location. Except in specific circumstances, there are no formal customer acceptance requirements or further Sanmina-SCI obligations to the product or the inventory subsequent to shipment. In specific circumstances in which there are such customer acceptance requirements or further Sanmina-SCI obligations, revenue is recognized at the point of formal acceptance and upon completion of obligations. Where appropriate, provisions are made for estimated warranty costs and sales returns.

     Warranty reserves — Sanmina-SCI establishes a warranty provision on shipped products based on individual manufacturing contract requirements and past warranty experience. Each period end the balance is reviewed to ensure its adequacy. Accrued warranty reserves at September 28, 2002 and December 28, 2002 were less than one percent of total current liabilities.

     Earnings Per Share — Basic earnings (loss) per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share includes dilutive common stock equivalents using the treasury stock method, and assumes that the convertible debt instruments were converted into common stock, if dilutive. For the quarters ended December 28, 2002 and December 29, 2001, 32,418,745 and 30,218,177 potentially dilutive shares from the conversion of the convertible subordinated debt and after-tax interest expense of $9.7 million and $8.5 million, respectively, were not included in the computation of diluted earnings per share because to do so would be anti-dilutive. All stock options are anti-dilutive for the three months ended December 28, 2002 and December 29, 2001 due to the net losses for the periods.

     Recent Accounting Pronouncements — In October 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” to be effective for all fiscal years beginning after June 15, 2002, with early adoption permitted. SFAS 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. Sanmina-SCI adopted SFAS 143 in the first quarter of fiscal 2003, and there was no significant impact on its financial position, results of operations and cash flows.

     In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. SFAS 144 supersedes SFAS 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of” and APB Opinion No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions for the Disposal of a Segment of a Business.” The provisions of SFAS 144 are effective in fiscal years beginning after December 15, 2001, with early

F-54

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  (continued)

adoption permitted and, in general, are to be applied prospectively. Sanmina-SCI adopted SFAS 144 on September 29, 2002, with no resulting impact on its financial position, results of operations, and cash flows.

     In May 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This statement rescinds FASB Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that statement, FASB Statement No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” SFAS No. 145 amends SFAS No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This statement also amends other existing authoritative pronouncements to make certain technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of SFAS No. 145 are effective in fiscal years beginning after May 15, 2002, with early adoption permitted and, in general, are to be applied prospectively. In the fourth quarter of fiscal 2002, we elected to apply the provisions of SFAS No. 145 related to the rescission of SFAS No. 4. Accordingly, gains or losses resulting from the early retirement of debt in all periods have been reflected as other income (expense) on the accompanying consolidated statements of operations.

     In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit and Disposal Activities.” This statement revises the rules as to how companies account for exit and disposal activities under EITF 94-3, “Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit an Activity.” Commitment to a plan to exit an activity or dispose of long-lived assets will no longer be sufficient to record a charge for most anticipated costs. Instead, companies will record exit or disposal costs when they are “incurred” and can be measured at fair value, and they will subsequently adjust the recorded liability for changes in estimated cash flows. The provisions of SFAS No. 146 are effective prospectively for exit or disposal activities initiated after December 31, 2002. Companies may not restate previously issued financial statements for the effect of the provisions of SFAS No. 146 and liabilities that a company previously recorded under EITF 94-3 are grandfathered. We do not expect SFAS No. 146 to have a significant impact on our financial position, results of operations and cash flows.

     In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure — an amendment of FASB Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Sanmina-SCI is required to follow the prescribed format and provide the additional disclosures required by SFAS No. 148 in its annual financial statements for the year ending September 27, 2003 and must also provide the disclosures in its quarterly reports containing condensed financial statements for interim periods beginning with the quarterly period ended March 29, 2003. The adoption of SFAS No. 148 will not have an effect on Sanmina-SCI’s financial position or results of operations as we do not intend to adopt the fair value method of accounting for stock-based employee compensation.

F-55

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  (continued)

     In November 2002, the FASB issued Interpretation 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. The Interpretation elaborates on the existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value, or market value, of the obligations it assumes under the guarantee and must disclose that information in its interim and annual financial statements. The provisions related to recognizing a liability at inception of the guarantee for the fair value of the guarantor’s obligations does not apply to product warranties or to guarantees accounted for as derivatives. The initial recognition and initial measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. Management believes that the adoption of Interpretation 45 will not have a material impact on Sanmina-SCI’s financial position or results of operations.

     In January 2003, the FASB issued Interpretation 46, Consolidation of Variable Interest Entities. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. Interpretation 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. The consolidation requirements of Interpretation 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. Sanmina-SCI believes that the adoption of Interpretation 46 will not have a material impact on its financial position or results of operations.

     Reclassifications — Sanmina-SCI has reclassified certain prior period information to conform to the current period’s presentation.

Note 3 — Restructuring Costs

     Costs associated with restructuring activities initiated prior to December 31, 2002 other than those activities related to a purchase business combination are accounted for in accordance with EITF 94-3. Accordingly, costs associated with such plans are recorded as restructuring costs in the consolidated statements of operations. Below is a summary of the activity related to restructuring costs recorded pursuant to EITF 94-3 for the periods in which activity pursuant to our ongoing restructuring plans has taken place through the first quarter of fiscal 2003.

F-56

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  (continued)

							Shutdown and
	Employee Severance						Consolidation Costs			Write-off Impaired
	and Related			Restructuring and			of Duplicate			or Redundant Fixed
	Expenses			Other Expenses			Facilities			Assets			Total
	(In thousands)
	Cash			Cash			Cash			Non-cash
Balance at September 30, 2000	$	14,742		$	832		$	—		$	—		$	15,574
Charges to operations		12,628			4,064			42,487			99,953			159,132
Charges utilized		(19,639	)		(4,057	)		(5,942	)		(99,953	)		(129,591	)
Balance at September 29, 2001		7,731			839			36,545			—			45,115
Charges to operations		31,100			10,101			31,009			99,585			171,795
Charges utilized		(28,487	)		(10,161	)		(31,667	)		(99,585	)		(169,900	)
Balance at September 28, 2002		10,344			779			35,887			—			47,010
Charges to operations		11,362			—			11,513			11,218			34,093
Charges utilized		(3,314	)		(779	)		(12,992	)		(11,218	)		(28,303	)
Balance at December 28, 2002	$	18,392		$	—		$	34,408		$	—		$	52,800

Fiscal 2002

     September 2002 Restructuring. In September 2002, we approved a plan pursuant to EITF 94-3 to close and consolidate certain of our manufacturing facilities in North America, Europe and Asia as a result of the ongoing slowdown in the industry. In fiscal 2002, we recorded charges to operations of $3.1 million for planned employee severance expenses related to the involuntary termination of 540 employees, and we utilized charges of approximately $1.7 million as a result of terminating 144 employees. In fiscal 2002 we also recorded charges to operations of $4.2 million for the shutdown of duplicative facilities related to non- cancelable lease payments for permanently vacated properties and associated costs, and we utilized charges of $110,000 related to the shutdown of these facilities. We also incurred charges to operations of $38.3 million in fiscal 2002 related to asset write-offs for excess equipment and leasehold improvements at facilities that were permanently vacated. In the first quarter of fiscal 2003, we recorded charges to operations of $4.4 million for severance expenses related to the expected termination of 252 employees, and $5.2 million for non-cancelable lease payments and related costs for the shutdown of duplicative facilities. In the first quarter of fiscal 2003 we also incurred charges to operations of $10.4 million related to asset write-offs for excess equipment and leasehold improvements at permanently vacated facilities. We utilized $1.1 million of accrued severance charges and $6.4 million of accrued facilities related charges in the first quarter of fiscal 2003. As of December 28, 2002, 521 employees have been terminated under this exit plan. We expect the closing of the plants discussed above as well as other activities related to this exit plan to be completed in early fiscal 2004.

     October 2001 Restructuring. In October 2001, we approved a plan pursuant to EITF 94-3 to close and consolidate certain of our manufacturing facilities throughout North America and Europe as a result of the continued slowdown in the industry and economy worldwide. In fiscal 2002, we recorded net charges to operations of $23.6 million for the expected involuntary termination of 2,762 employees associated with these plant closures, and utilized charges of approximately $17.7 million. We also incurred net charges to operations of $32.3 million in fiscal 2002 for the shutdown of duplicate facilities associated with non-cancelable lease payments for permanently vacated properties, and we utilized approximately $25.7 million of

F-57

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)(continued)

these charges in fiscal 2002. We also incurred charges to operations of $54.0 million in fiscal 2002 related to the write-offs of fixed assets consisting of excess equipment and leasehold improvements to facilities that were permanently vacated, all of which were utilized in fiscal 2002. In the first quarter of fiscal 2003, we recorded charges to operations of $7.0 million for severance costs related to the expected involuntary termination of 298 employees, and $6.3 million for non-cancelable lease payments and other costs related to the shutdown of duplicate facilities. We utilized accrued severance charges of $1.4 million and accrued facilities related charges of $2.8 million during the first quarter of fiscal 2003. We also incurred charges of $820,000 during the first quarter of fiscal 2003 related to write-offs of fixed assets consisting of excess equipment and leasehold improvements to facilities that were permanently vacated. As of December 28, 2002, 2,349 employees have been terminated under this exit plan. We expect the closing of the plants discussed above as well as employee terminations and other related activities to be completed in the third quarter of fiscal 2003.

Fiscal 2001

     Segerström Restructuring. In March 2001, we acquired Segerström in a pooling of interests business combination and announced our restructuring plan. During fiscal 2001 and 2002, we recorded net charges to operations of $5.7 million for the involuntary termination of 470 employee positions, and utilized $4.8 million of these charges. During those periods we also recorded charges to operations of $5.2 million related to the consolidation of duplicate facilities, of which $1.3 million was utilized. In the first quarter of fiscal 2003, we utilized $400,000 with respect to employee severance and $300,000 with respect to shutdown of duplicate facilities.

     July 2001 Restructuring. In July 2001, we approved a plan to close and merge manufacturing facilities throughout North America and Europe as a result of the ongoing slowdown in the EMS industry. During fiscal 2001 and 2002, we recorded charges to operations of $24.0 million for severance costs for involuntary employee terminations, of which $21.8 million was utilized. During those periods we recorded net charges to operations of $45.2 million for lease payments for permanently vacated properties and other costs related to the shutdown of facilities, of which $23.1 million was utilized. Also during fiscal 2001 and fiscal 2002, we recorded and utilized $7.3 million of asset related write-offs of equipment and leasehold improvements to permanently vacated properties. During the first quarter of fiscal 2003, we utilized $367,000 of severance costs related to the termination of 12 employees, $3.5 million of costs related to the shutdown of facilities and $779,000 of other accrued restructuring costs. Manufacturing activities at the plants affected by this plan ceased in the fourth quarter of fiscal 2002.

     Costs associated with restructuring activities related to a purchase business combination are accounted for in accordance with EITF 95-3. Accordingly, costs associated with such plans are recorded as a liability assumed as of the consummation date of the purchase business combination and included in the cost of the acquired entity. Below is a summary of the activity related to restructuring costs recorded pursuant to EITF 95-3 for fiscal 2002 and the first quarter of fiscal 2003:

F-58

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)(continued)

				Shutdown and
	Employee Severance			Consolidation Costs			Write-off Impaired
	and Related			of Duplicate			or Redundant Fixed
	Expenses			Facilities			Assets			Total
	(In thousands)
	Cash			Cash			Non-cash
Balance at September 29, 2001	$	—		$	—		$	—		$	—
Additions to restructuring accrual		104,161			36,078			23,724			163,963
Accrual utilized		(64,207	)		(12,519	)		(19,643	)		(96,369	)
Balance at September 28, 2002	$	39,954		$	23,559		$	4,081		$	67,594
Additions to restructuring accrual		18,975			6,000			—			24,975
Accrual utilized		(13,393	)		(6,006	)		(4,081	)		(23,480	)
Reversal of accrual		(23,968	)		(1,007	)		—			(24,975	)
Balance at December 28, 2002	$	21,568		$	22,546		$	—		$	44,114

     The following two sections separately present the charges to the restructuring liability and charges utilized that are set forth in the above table on an aggregate basis.

     December 2001 SCI Acquisition Restructuring. In December 2001, we acquired SCI in a purchase business combination. As part of the acquisition of SCI, we recorded an assumed liability, based on SCI management’s plan prior to the acquisition in accordance with EITF 94-3, for expected involuntary employee termination costs of approximately $7.4 million for 158 employee positions. As of September 28, 2002, we had utilized approximately $5.5 million of these charges in connection with the termination of 100 employees during the period. In fiscal 2002, we also incurred charges of $2.3 million related to plant consolidations and closures, of which $354,000 was paid during fiscal 2002. In the first quarter of fiscal 2003, we utilized the remaining $1.9 million of accrued severance, and utilized the remaining $1.9 million of accrued costs related to plant consolidations and closures. We do not expect any further activity under this exit plan.

     SCI Acquisition Restructuring. As part of the acquisition of SCI, we also recorded charges to the restructuring liability of $96.8 million during fiscal 2002 consisting of planned involuntary employee termination costs for 7,143 employees. We utilized $58.7 million in charges with respect to the termination of 6,446 employees during fiscal 2002. During fiscal 2002 we also incurred net charges to the restructuring liability of $33.8 million for restructuring costs related to lease payments for permanently vacated properties and other costs, and utilized approximately $12.1 million of these charges. We incurred charges to restructuring liability of $23.7 million of asset related write-offs consisting of excess equipment and leasehold improvements to facilities that were permanently vacated, of which $19.6 million were utilized in fiscal 2002. In the first quarter of fiscal 2003, we recorded restructuring charges of $19.0 million for severance costs related to the involuntary termination of 486 employees, and utilized $11.5 million for 1,025 employee terminations. We also reversed a total of $24.0 million of accrued severance costs, approximately $18.4 million of which was due to lower than anticipated settlement costs at a major European manufacturing site, and approximately $5.6 million of which related to two plants that were not closed as initially planned due to a change in business requirements. As of December 28, 2002, 7,471 employees had been terminated under this exit plan. In the first quarter of fiscal 2003, we also recorded restructuring charges of $6.0 million for lease payments for permanently vacated properties and other costs, and reversed approximately $1.0 million of previously recorded charges due to lower than estimated costs, and we utilized approximately $4.1 million

F-59

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)(continued)

of these charges during the quarter. We expect the closing and consolidation of the plants discussed above as well as involuntary employee terminations to be completed by the third quarter of fiscal 2003.

     Ongoing restructuring activities - We continue to rationalize manufacturing facilities and headcount to better scale capacity to current market and operating conditions. In connection therewith, we will incur additional restructuring charges in fiscal year 2003 and 2004 pursuant to our phase two restructuring plan under which we expect to incur up to approximately $250.0 million of restructuring costs, of which approximately $50.0 million was incurred in the fourth quarter of fiscal 2002 and approximately $20.0 million was incurred in the first quarter of fiscal 2003. We expect that approximately 55% of the costs will be cash and 45% will be non-cash.

Note 4 — Comprehensive Income

     Comprehensive income (loss) for Sanmina-SCI consists of net income (loss) plus the effect of unrealized holding gains or losses on investments classified as available-for-sale and foreign currency translation adjustments, net of tax effects, of $2.9 million and $(4.8) million, for the three months ended December 28, 2002 and December 29, 2001, respectively. Comprehensive income (loss) for the three months ended December 28, 2002 and December 29, 2001 was $(4.6) million and $(50.1) million, respectively. As of December 28, 2002, the cumulative unrealized holding gain on investments and cumulative foreign currency translation adjustments were $0.3 million and $(6.2) million, respectively. As of September 28, 2002, the cumulative unrealized holding gain on investments and cumulative foreign currency translation adjustments was $0.7 million and $(11.0) million, respectively.

Note 5 — Inventories

     Inventories are stated at the lower of cost (first-in, first-out method) or market. Cost includes labor, material and manufacturing overhead. Provisions when required are made to reduce excess inventories to their estimated net realizable values. It is possible that estimates of net realizable values can change in the near term. The components of inventories, net of provisions, are as follows:(in thousands):

	As of
	December 28,		September 28,
	2002		2002
Raw materials	$	686,879	$	742,351
Work-in-process		223,578		235,497
Finished goods		173,176		145,168
	$	1,083,633	$	1,123,016

Note 6 — Long-Term Debt

     Refinancing - On December 23, 2002, Sanmina-SCI issued $750.0 million of 10.375% Senior Secured Notes due January 15, 2010 (the “10.375% Notes”) in a private placement to qualified investors, as part of a refinancing transaction pursuant to which Sanmina-SCI also entered into a $275.0 million senior secured credit facility (the “Credit Facility”). A portion of the net proceeds of the 10.375% Notes and Credit Facility was used to repay all outstanding amounts under our three-year revolving credit facility and to

F-60

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)(continued)

repurchase all outstanding receivables sold under our receivables securitization facility. These transactions are referred to collectively as the Refinancing.

     The 10.375% Notes are fully and unconditionally guaranteed by substantially all of Sanmina-SCI’s United States subsidiaries and are secured by a second priority security interest in the same collateral securing our obligations under the credit facility which includes substantially all of the personal property assets of Sanmina-SCI and its United States subsidiaries located in the United States, a pledge of the capital stock of substantially all of the Sanmina-SCI’s United States subsidiaries, a pledge of 65% of the capital stock of certain of Sanmina-SCI’s first-tier foreign subsidiaries, and mortgages on certain domestic real estate. Sanmina-SCI may redeem the 10.375% Notes, in whole or in part, at anytime beginning on January 15, 2007 at a redemption price initially of 105.188%, declining to 102.594% on January 15, 2008 and 100.000% on January 15, 2009. Sanmina-SCI may also redeem the 10.375% Notes, in whole or in part, at any time prior to January 15, 2007 at a redemption price equal to the principal amount plus accrued interest to the redemption date plus a make-whole premium specified in the indenture. In the event of a change of control of Sanmina-SCI, Sanmina-SCI will be required to offer to repurchase the 10.375% Notes at a repurchase price of 101% of the principal amount plus accrued interest to the repurchase date. The indenture includes covenants that, among other things, limit in certain respects Sanmina-SCI and its restricted subsidiaries from incurring debt, making investments and other restricted payments, paying dividends on capital stock, redeeming capital stock or subordinated obligations and creating liens. In the event that Sanmina-SCI obtains the investment grade rating specified in the indenture and certain other conditions are met, the collateral securing the 10.375% Notes will be permanently released, and Sanmina-SCI will no longer required to comply with certain of the indenture covenants specified above for as long as Sanmina-SCI retains the investment grade rating specified in the indenture.

     The Credit Facility currently bears interest at an annual rate equal to a reserve adjusted eurodollar rate plus 4.0% (the reserve adjusted eurodollar rate was 1.41% at December 28, 2002). The principal amount of the Credit Facility is repayable in quarterly installments of $687,500 from March 31, 2003 through December 31, 2005, $13.75 million from March 31, 2006 through December 31, 2006, and $52.94 million from March 31, 2007 through December 23, 2007, plus interest. The Credit Facility is guaranteed by substantially all of Sanmina-SCI’s United States subsidiaries (the “Guarantors”) and is secured by a first priority security interest in substantially all of the personal property assets of Sanmina-SCI and the Guarantors, a pledge of the capital stock of the Guarantors, a pledge of 65% of the capital stock of certain of Sanmina-SCI’s first-tier foreign subsidiaries and mortgages on certain domestic real estate. The Credit Facility is prepayable at Sanmina-SCI’s option at 103% through December 22, 2003, 102% from December 23, 2003 through December 22, 2004, 101% from December 23, 2004 through December 22, 2005, and 100% thereafter. The Credit Facility provides for various operational and financial covenants, including limitations on incurring indebtedness and creating liens, restrictions on the payment of dividends and other restricted payments, restrictions on sales of assets, restrictions on acquisitions, maintenance of a minimum interest coverage ratio and a maximum secured leverage ratio and limits on capital expenditures.

     Sanmina-SCI entered into an interest rate swap to hedge its mix of short-term and long-term interest rate exposures resulting from certain of Sanmina-SCI’s outstanding debt obligations. During the first quarter of fiscal 2003, Sanmina-SCI entered into an interest rate swap transaction related to the 10.375% Notes due 2010 pursuant to which we pay a variable rate and receive a fixed rate. The interest rate swap has a total

F-61

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)(continued)

notional amount of $525.0 million. Under the swap agreement, Sanmina-SCI pays an interest rate equal to the six-month LIBOR rate plus 6.125%, determined semi-annually in arrears. In exchange, Sanmina-SCI receives a fixed interest rate of 10.375%. The swap agreement effectively replaces the fixed interest rate that Sanmina-SCI pays on $525.0 million principal amount of its 10.375% Notes with a variable interest rate. The swap was designated as fair value hedge under SFAS No. 133. Management believes that the interest rate swap meets the criteria established by SFAS No. 133 for short cut accounting; therefore, there is no gain or loss related to the interest rate swap recognized in the statement of operations.

     Revolving Credit Agreements - In December 2001, Sanmina-SCI entered into two separate facilities consisting of a $250.0 million 364-day credit facility and a $500.0 million three-year credit facility with a syndicate of banks. As of September 28, 2002, $400.0 million was outstanding under these credit facilities. The 364-day credit facility terminated in accordance with its terms on December 4, 2002. The balance outstanding under the three-year credit facility was repaid and the facility was terminated in December 2002 in connection with the Refinancing.

     Asset Securitization - We were a party to an asset securitization agreement that gave us the option to periodically transfer undivided percentage ownership interests, of up to $200.0 million, in a revolving pool of eligible trade receivables to conduit and bank purchasers. The net accounts receivables sold under the program at September 28, 2002 were included in the accounts receivable balance and the associated debt was recorded as current portion of long-term debt on the consolidated balance sheet. The asset securitization agreement was terminated, and the accounts receivable sold thereunder were repurchased, in December 2002 in connection with the Refinancing.

     Repurchase of convertible debt - During the quarter ended December 28, 2002, Sanmina-SCI repurchased, through unsolicited privately negotiated transactions, $50.0 million aggregate principal amount of the 3% Convertible Subordinated Notes due 2007 of SCI Systems, Inc., one of our wholly-owned subsidiaries, $27.5 million aggregate principal amount of the 4 1/4% Convertible Subordinated Notes due 2004, and $149.1 million aggregate principal amount at maturity (having an accreted value of $73.7 million) of the Zero Coupon Convertible Subordinated Debentures due 2020, resulting in a net gain of $23.3 million, which is reflected as other income in the accompanying statement of operations.

Note 7 — Business Segment and Customer Information

     SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” established standards for reporting information about operating segments in annual financial statements and requires selected information about operating segments in interim financial reports issued to stockholders. It also established standards for related disclosures about products and services, geographic areas and major customers. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

     Sanmina-SCI’s chief operating decision maker is the Chief Operating Officer. Based on the evaluation of financial information by the Chief Operating Officer, Sanmina-SCI operates in two segments, domestic (United States of America) and international operations. Revenues are attributable to the country in

F-62

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)(continued)

which the product is manufactured. Each segment manufactures, tests and services a full spectrum of complex printed circuit boards, custom backplane interconnect devices, and electronic assembly services. The chief operating decision maker evaluates performance based upon each segment’s operating income. Operating income is defined as income before interest income (expense), other income (expense) and income taxes.

     The following summarizes financial information by geographic segment (in thousands):

			Three Months Ended
			December 28,			December 29,
			2002			2001
Net Sales:
	Domestic third party		$	1,004,645		$	546,396
	International third party			1,532,316			584,065
	Intersegment			85,428			9,549
	Less: Intersegment			(85,428	)		(9,549	)
		Total	$	2,536,961		$	1,130,461
Operating Income (loss):
	Domestic		$	(41,581	)	$	(33,843	)
	International			29,148			(29,207	)
		Total	$	(12,433	)	$	(63,050	)

			As of
			December 28,		September 28,
			2002		2002
Long Lived Assets (excludes goodwill and intangibles):
	Domestic		$	587,602	$	643,227
	International			587,123		566,965
		Total	$	1,174,725	$	1,210,192

     Although Sanmina-SCI seeks to diversify its customer base, a small number of customers are responsible for a significant portion of Sanmina-SCI’s net sales. During the three months ended December 28, 2002 and December 29, 2001, sales to Sanmina-SCI’s ten largest customers accounted for 67.0% and 51.9% respectively, of Sanmina-SCI’s net sales. In the three months ended December 28, 2002, two of Sanmina-SCI’s customers each represented over 10% of consolidated net sales. In the three months ended December 29, 2001, one of Sanmina-SCI’s customers represented over 10% of net sales.

Note 8 — Commitments and Contingencies

     In fiscal 1999, we entered into an operating lease agreement for facilities in San Jose, California, which house our corporate headquarters and certain of our assembly operations. Management had determined that the lease facility met the criteria for off-balance sheet treatment and therefore we accounted for the lease facility as an operating lease. The lease agreement terminated on December 19, 2002 and we purchased the land and improvements subject to the lease on that date for approximately $53.2 million, primarily with $52.9 million of investments previously held by the lender as collateral for certain obligations under the lease. The previously pledged investments were classified as long-term investments.

F-63

SANMINA-SCI CORPORATION INTERIM FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)(continued)

     We and certain of our subsidiaries, namely Hadco Corporation, or Hadco, and SCI, are involved in various administrative proceedings related to environmental matters. Although we could incur significant costs relating to these matters, we believe, based on the limited information that is currently available, that the cost of any remediation that may be required at these facilities would not materially harm our business, financial condition or results of operations.

     We are a party to certain other legal proceedings that have arisen in the ordinary course of our business. We believe that the resolution of these proceedings will not have a material adverse effect on our business, financial condition or results of operations.

Note 9 — Subsequent Event

     In January 2003, Sanmina-SCI entered into an agreement with International Business Machines Corporation (“IBM”) under which IBM agreed to outsource manufacturing of a significant portion of its low and midrange eServer xSeries products and IntelliStation workstations. As part of the agreement, Sanmina-SCI will acquire certain IBM manufacturing operations that support these products in Mexico and Scotland.

Note 10 — Supplemental Guarantors Condensed Consolidating Financial Information

     On December 23, 2002, Sanmina-SCI issued $750.0 million of 10.375% Senior Secured Notes due January 15, 2010 (the “10.375% Notes”) in a private placement to qualified investors, as part of a refinancing transaction. The 10.375% Notes are fully and unconditionally guaranteed by substantially all of Sanmina-SCI’s United States subsidiaries and are secured by a second priority security interest on substantially all of the personal property assets of Sanmina-SCI and its United States subsidiaries located in the United States, a pledge of the capital stock of substantially all of Sanmina-SCI’s United States subsidiaries, a pledge of 65% of the capital stock of certain of Sanmina-SCI’s first-tier foreign subsidiaries, and mortgages on certain domestic real estate.

     The condensed consolidating financial statements are presented below and should be read in connection with the unaudited Condensed Consolidated Financial Statements of Sanmina-SCI. Separate financial statements of the Guarantors are not presented because (i) the Guarantors are wholly-owned and have fully and unconditionally guaranteed the 10.375% Notes on a joint and several basis, and (ii) Sanmina-SCI’s management has determined such separate financial statements are not material to investors. There are no significant restrictions on the ability of Sanmina-SCI or any Guarantor to obtain funds from its subsidiaries by dividend or loan.

     The following condensed consolidating financial information presents: An unaudited condensed consolidating balance sheet as of December 28, 2002, and the related unaudited condensed consolidating statements of operations and cash flows for the three months ended December 28, 2002 and the three months ended December 29, 2001, of (a) Sanmina-SCI, the parent; (b) the guarantor subsidiaries; (c) the non-guarantor subsidiaries; (d) elimination entries necessary to consolidate Sanmina-SCI with the guarantor subsidiaries and the non-guarantor subsidiaries; and (e) Sanmina-SCI, the guarantor subsidiaries and the non-guarantor subsidiaries on a consolidated basis.

     Investments in subsidiaries are accounted for on the equity method. The principal elimination entries eliminate investments in subsidiaries, intercompany balances and intercompany sales.

F-64

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Balance Sheet
As of December 28, 2002
(unaudited)

					Guarantor		Non-Guarantor		Consolidating			Consolidated
			Sanmina-SCI		Subsidiaries		Subsidiaries		Eliminations			Total
			(In thousands)
Assets:
Current assets:
	Cash and cash equivalents		$	878,309	$	151,211	$	495,881	$	—		$	1,525,401
	Short-term investments			44,219		—		—		—			44,219
	Accounts receivable, net			174,010		291,680		969,609		—			1,435,299
	Accounts receivable — intercompany			—		—		158,700		(158,700	)		—
	Inventories			130,664		285,837		667,132		—			1,083,633
	Deferred income taxes – current			139,335		177,784		—		—			317,119
	Income tax receivable			48,128		2,781		3,452		—			54,361
	Prepaid expenses and other			21,970		21,549		45,510		—			89,029
		Total current assets		1,436,635		930,842		2,340,284		(158,700	)		4,549,061
Property, plant and equipment, net				119,605		365,656		596,057		—			1,081,318
Goodwill and intangibles				81,928		888,508		1,179,300		—			2,149,736
Intercompany accounts				1,955,692		—		—		(1,955,692	)		—
Investment in subsidiaries				2,003,582		1,997,525		—		(4,001,107	)		—
Long-term investments				639		5,002		13,821		—			19,462
Deposits and other				110,255		11,224		6,030		(53,564	)		73,945
		Total assets	$	5,708,336	$	4,198,757	$	4,135,492	$	(6,169,063	)	$	7,873,522
Liabilities and Stockholders’ Equity:
Current liabilities:
	Current portion of long-term debt		$	641	$	727	$	14,761	$	—		$	16,129
	Accounts payable			194,314		335,699		806,049		—			1,336,062
	Accounts payable — intercompany			31,452		127,248		—		(158,700	)		—
	Accrued liabilities			167,904		150,454		237,903		—			556,261
		Total current liabilities		394,311		614,128		1,058,713		(158,700	)		1,908,452
Long-term liabilities
	Long-term debt, net of current portion			1,886,490		518,296		56,906		—			2,461,692
	Intercompany accounts — noncurrent			—		662,687		1,293,005		(1,955,692	)		—
	Deferred income tax liability			—		70,146		4,935		(53,564	)		21,517
	Other			7,531		41,673		12,653		—			61,857
		Total long-term liabilities		1,894,021		1,292,802		1,367,499		(2,009,256	)		2,545,066
Stockholders’ equity:
	Common stock			5,289		42,967		507,144		(550,111	)		5,289
	Other stockholders’ equity accounts			3,414,715		2,248,860		1,202,136		(3,450,996	)		3,414,715
		Total stockholders’ equity		3,420,004		2,291,827		1,709,280		(4,001,107	)		3,420,004
		Total liabilities and stockholders’ equity	$	5,708,336	$	4,198,757	$	4,135,492	$	(6,169,063	)	$	7,873,522

F-65

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Operations
For the Three Months Ended December 28, 2002
(unaudited)

						Guarantor			Non-Guarantor			Consolidating			Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations			Total
			(In thousands)
Net sales			$	201,771		$	986,207		$	1,717,113		$	(368,130	)	$	2,536,961
Cost of sales				200,650			952,953			1,642,531			(368,130	)		2,428,004
	Gross profit			1,121			33,254			74,582			—			108,957
Operating expenses:
	Selling, general and administrative			9,677			26,252			47,363			—			83,292
	Amortization of intangibles			325			1,278			6			—			1,609
	Integration costs			—			2,018			378			—			2,396
	Restructuring costs			17,761			1,058			15,274			—			34,093
		Total operating expenses		27,763			30,606			63,021			—			121,390
Operating income (loss)				(26,642	)		2,648			11,561			—			(12,433	)
	Interest income			1,977			472			872			—			3,321
	Interest expense			(9,758	)		(2,088	)		(9,631	)		—			(21,477	)
	Other income (expense)			3,840			7,766			7,776			—			19,382
Other income (expense), net				(3,941	)		6,150			(983	)		—			1,226
Income (loss) before provision (benefit) for income taxes and equity in income (loss) of subsidiaries				(30,583	)		8,798			10,578			—			(11,207	)
Provision (benefit) for income taxes				(10,092	)		2,903			3,491			—			(3,698	)
Equity in income (loss) of subsidiaries				12,982			9,551			—			(22,533	)		—
		Net income (loss)	$	(7,509	)	$	15,446		$	7,087		$	(22,533	)	$	(7,509	)

F-66

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended December 28, 2002
(unaudited)

						Guarantor			Non-Guarantor			Consolidating		Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations		Total
			(In thousands)
Cash provided by (used for) operating activities			$	36,382		$	(441,161	)	$	527,904		$	—	$	123,125
Cash flows from investing activities:
	Purchases of short-term investments			(3,168	)		—			—			—		(3,168	)
	Proceeds from maturities of short-term investments			57,654			—			—			—		57,654
	Purchases of property, plant and equipment			(4,220	)		(3,361	)		(12,018	)		—		(19,599	)
	Proceeds from sale of assets			1,175			886			1,935			—		3,996
	Cash paid for businesses acquired, net			—			(6,879	)		—			—		(6,879	)
		Cash provided by (used for) investing activities		51,441			(9,354	)		(10,083	)		—		32,004
Cash flows from financing activities:
	Issuance (repurchase) of convertible notes			(57,950	)		(22,498	)		—			—		(80,448	)
	Proceeds from (payment of) credit facilities, net			(400,650	)		(200,000	)		—			—		(600,650	)
	Proceeds from long-term debt, net of issuance costs			997,400			—			5,398			—		1,002,798
	Payments of long-term debt			—			(85	)		(24,954	)		—		(25,039	)
	Proceeds from sale of common stock, net of issuance costs			8,300			—			—			—		8,300
	Proceeds from (repayment of) intercompany debt			(211,406	)		689,739			(478,333	)		—		—
		Cash provided by (used for) financing activities		335,694			467,156			(497,889	)		—		304,961
Effect of exchange rate changes				—			—			777			—		777
Increase (decrease) in cash and cash equivalents				423,517			16,641			20,709			—		460,867
Cash and cash equivalents at beginning of period				454,792			134,570			475,172			—		1,064,534
Cash and cash equivalents at end of period			$	878,309		$	151,211		$	495,881		$	—	$	1,525,401

F-67

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Operations
For the Three Months Ended December 29, 2001
(unaudited)

						Guarantor			Non-Guarantor			Consolidating			Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations			Total
			(In thousands)
Net sales			$	173,910		$	448,168		$	617,561		$	(109,178	)	$	1,130,461
Cost of sales				152,768			443,129			590,635			(109,178	)		1,077,354
	Gross profit			21,142			5,039			26,926			—			53,107
Operating expenses:
	Selling, general and administrative			10,648			13,667			27,673			—			51,988
	Amortization of intangibles			—			1,476			2			—			1,478
	Restructuring costs			9,844			30,921			21,926			—			62,691
		Total operating expenses		20,492			46,064			49,601			—			116,157
Operating income (loss)				650			(41,025	)		(22,675	)		—			(63,050	)
	Interest income			9,363			3,653			241			—			13,257
	Interest expense			(10,738	)		(5,951	)		(3,968	)		—			(20,657	)
	Interest income (expense) — intercompany			3,500			—			(3,500	)		—			—
	Other income (expense)			(1,074	)		(2,486	)		1,889			—			(1,671	)
Other income (expense), net				1,051			(4,784	)		(5,338	)		—			(9,071	)
Income (loss) before provision (benefit) for income taxes and equity in loss of subsidiaries				1,701			(45,809	)		(28,013	)		—			(72,121	)
Provision (benefit) for income taxes				634			(17,084	)		(10,448	)		—			(26,898	)
Equity in loss of subsidiaries				(46,290	)		(9,600	)		—			55,890			—
		Net loss	$	(45,223	)	$	(38,325	)	$	(17,565	)	$	55,890		$	(45,223	)

F-68

SANMINA-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended December 29, 2001
(unaudited)

						Guarantor			Non-Guarantor			Consolidating		Consolidated
			Sanmina-SCI			Subsidiaries			Subsidiaries			Eliminations		Total
			(In thousands)
Cash provided by (used for) operating activities			$	(150,829	)	$	125,736		$	102,051		$	—	$	76,958
Cash flows from investing activities:
	Purchases of short-term investments			(395,386	)		—			—			—		(395,386	)
	Proceeds from maturities of short-term investments			653,530			—			—			—		653,530
	Purchases of property, plant and equipment			(7,350	)		(2,315	)		(9,748	)		—		(19,413	)
	Proceeds from sale of assets			1,066			46			—			—		1,112
	Cash paid for businesses acquired, net			—			84,056			(20,433	)		—		63,623
		Cash provided by (used for) investing activities		251,860			81,787			(30,181	)		—		303,466
Cash flows from financing activities:
	Proceeds from notes and credit facilities, net			600,000			—			—			—		600,000
	Payments of long-term debt			(1,759	)		(992,842	)		(20,627	)		—		(1,015,228	)
	Payments of long-term liabilities			—			(1,525	)		—			—		(1,525	)
	Proceeds from sale of common stock, net of issuance costs			6,547			—			—			—		6,547
	Repurchase of common stock			(25,270	)		(6,727	)		—			—		(31,997	)
	Proceeds from (repayment of) intercompany debt			(961,423	)		899,963			61,460			—		—
		Cash provided by (used for) financing activities		(381,905	)		(101,131	)		40,833			—		(442,203	)
Effect of exchange rate changes				—			—			269			—		269
Increase (decrease) in cash and cash equivalents				(280,874	)		106,392			112,972			—		(61,510	)
Cash and cash equivalents at beginning of period				495,974			7,477			64,198			—		567,649
Cash and cash equivalents at end of period			$	215,100		$	113,869		$	177,170		$	—	$	506,139

F-69

$750,000,000

Offer To Exchange

10.375% Senior Secured Notes due January 15, 2010,

Registered under the Securities Act

for

All Outstanding 10.375% Senior Secured Notes due January 15, 2010

of

Sanmina-SCI Corporation

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after consummation of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer that requests it in the letter of transmittal for use in connection with any such resale. In addition, until      , 200     , all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.

     Article VIII of the Registrant’s Certificate of Incorporation provides for the indemnification of directors to the fullest extent permissible under Delaware Law.

     Article VI of the Registrant’s Bylaws provides for the indemnification of officers, directors and third parties acting on behalf of the corporation if such person acted in good faith and in a manner reasonably believed to be in and not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, the indemnified party had no reason to believe his conduct was unlawful.

     The Registrant has entered into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in the Registrant’s Bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

     The general effect of Section 145 of the Delaware General Corporation Law, Sanmina-SCI’s charter documents and the indemnification agreements is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.

     There is no litigation pending or, to the best of Sanmina-SCI’s knowledge, threatened which might or could result in a claim for indemnification by a director or officer.

ITEM 21. Exhibits and Financial Statement Schedules

     (a)  Exhibits

     The following is a list of all exhibits filed as a part of this registration statement on Form S-4, including those incorporated by reference:

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1	Restated Certificate of Incorporation of the Company, dated January 31, 1996	Exhibit 3.2 to the Company’s Report on Form 10-K for the fiscal year ended September 30, 1996, SEC File No. 000-21272, filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.1	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, dated March 9, 2001	Exhibit 3.1(a) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the SEC on May 11, 2001
3.1.2	Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Company, dated May 29, 2001	Exhibit 3.1.2 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 10, 2001
3.1.3	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, dated December 7, 2001	Exhibit 3.1.3 to the Company’s Report on Form 10-K for the fiscal year ended September 29, 2001, filed with the SEC on December 21, 2001
3.1.4	Certificate of Incorporation of Moose Acquisition Subsidiary, Inc., filed with the Delaware Secretary of State on May 26, 2000	Contained herein
3.1.5	Certificate of Incorporation of Essex Acquisition Subsidiary, Inc. filed with the Delaware Secretary of State on May 30, 2000	Contained herein
3.1.6	Certificate of Incorporation of Sanmina Canada Holdings, Inc., filed with the Delaware Secretary of State on October 29, 1998	Contained herein
3.1.7	Articles of Organization of SCI Plant No. 2, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.8	Articles of Organization of SCI Plant No. 3, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.9	Articles of Organization of SCI Plant No. 4, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.10	Articles of Organization of SCI Plant No. 5, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.11	Articles of Organization of SCI Plant No. 27, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.12	Articles of Organization of SCI Plant No. 30, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.13	Certificate of Formation of Sanmina-SCI, LLC, filed with the Delaware Secretary of State on December 18, 2001	Contained herein
3.1.14	Articles of Incorporation of Compatible Memory, Inc., filed with the California Secretary of State on July 14, 1997	Contained herein
3.1.15	Articles of Incorporation of Sanmina-SCI Systems (Alabama), Inc., filed with the Alabama Secretary of State on January 4, 1988	Contained herein
3.1.16	Articles of Amendment to the Articles of Incorporation of Sanmina-SCI Systems (Alabama), Inc. changing its name to Sanmina-SCI Systems (Alabama) Inc., filed with the Alabama Secretary of State on October 22, 2002	Contained herein
3.1.17	Statement of Change of Registered Office or Registered Agent, or Both of Sanmina-SCI Systems (Alabama), Inc., filed with the Alabama Secretary of State on February 12, 1990	Contained herein
3.1.18	Articles of Organization of SCI Plant No. 12, L.L.C., filed with the Colorado Secretary of State on March 31, 2000	Contained herein
3.1.19	Articles of Organization of SCI Plant No. 22, L.L.C., filed with the Colorado Secretary of State on March 31, 2000	Contained herein
3.1.20	Certificate of Formation of SCI/TAG, LLC, filed with the Delaware Secretary of State on November 23, 1999	Contained herein
3.1.21	Certificate of Amendment to the Certificate of Formation of SCI/TAG, LLC, changing its name to SCI Enclosures, LLC, filed with the Delaware Secretary of State on May 18, 2001.	Contained herein
3.1.22	Certificate of Merger of Ra-Tek Precision Sheet Metal, Inc. with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.23	Certificate of Merger of Continental Metal Specialty, Inc. with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.24	Certificate of Merger of CMS Holding Company with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.25	Certificate of Merger of CMS Hartzell Incorporated with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.26	Certificate of Merger of Hartzell Manufacturing, Inc. with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.27	Certificate of Merger of Global Tool & Engineering, Inc. with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.28	Certificate of Amendment to the Certificate of Formation of SCI Enclosures, LLC, changing its name to Sanmina-SCI Systems Enclosures, LLC, filed with the Delaware Secretary of State on October 10, 2002	Contained herein
3.1.29	Articles of Incorporation of SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on June 12, 2001	Contained herein
3.1.30	Articles of Merger of Hartzell Manufacturing, Incorporated with and into SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on June 29, 2001	Contained herein
3.1.31	Assumed Name Certificate for Filing with the Secretary of State, of SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on August 24, 2001	Contained herein
3.1.32	Articles of Incorporation of Scimex, Inc., as filed with the Alabama Secretary of State on March 24, 1987	Contained herein
3.1.33	Statement of Change of Registered Office or Registered Agent, or Both of Scimex, Inc., filed with the Alabama Secretary of State on February 12, 1990	Contained herein
3.1.34	Amended and Restated Certificate of Incorporation of Zycon Corporation, filed with the Delaware Secretary of State on January 10, 1997	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.35	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Zycon Corporation changing its name to Hadco Santa Clara, Inc., filed with the Delaware Secretary of State on July 10, 1997	Contained herein
3.1.36	Articles of Incorporation of Devtek Electronic Enclosures U.S.A. Inc., filed with the North Carolina Secretary of State on July 3, 1995	Contained herein
3.1.37	Articles of Amendment of Devtek Electronic Enclosures U.S.A. Inc. changing its name to Sanmina Enclosure Systems USA Inc., filed with the North Carolina Secretary of State on April 12, 2000	Contained herein
3.1.38	Articles of Incorporation of SCI Technology, Inc., filed with the Alabama Secretary of State on May 9, 1984	Contained herein
3.1.39	Statement of Change of Registered Office or Registered Agent, or Both of SCI Technology, Inc., filed with the Alabama Secretary of State on April 1, 1987	Contained herein
3.1.40	Statement of Change of Registered Office or Registered Agent, or Both of SCI Technology, Inc., filed with the Alabama Secretary of State on February 12, 1990	Contained herein
3.1.41	Articles of Merger of SCI Systems Colorado, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 1998	Contained herein
3.1.42	Articles of Merger of AWI, Colorado Manufacturing Technology, Inc. and SCI Manufacturing, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on January 31, 1990	Contained herein
3.1.43	Articles of Merger of SCI/EOG Holdings, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.44	Articles of Merger of EOG, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.45	Amended and Restated Articles of Incorporation of Interworks Computer Products, filed with the California Secretary of State on December 17, 2002	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.46	Certificate of Formation of Sanmina General, L.L.C., filed with the Delaware Secretary of State on December 30, 1999	Contained herein
3.1.47	Certificate of Formation of Sanmina Limited, L.L.C., filed with the Delaware Secretary of State on December 30, 1999	Contained herein
3.1.48	Amended and Restated Articles of Incorporation of Viking Components Incorporated, filed with the California Secretary of State on December 17, 2002	Contained herein
3.1.49	Articles of Conversion of Sanmina Cable Systems, Inc. into Sanmina Texas, L.P., filed with the Texas Secretary of State on January 5, 2000	Contained herein
3.1.50	Assumed Name Certificate for Incorporated Business or Profession, Limited Partnership, Registered Limited Liability Partnership or Limited Liability Company, of Sanmina Texas, L.P., filed with the Texas Secretary of State on January 7, 2000	Contained herein
3.1.51	Articles of Incorporation of Manu-tronics, Inc., filed with the Wisconsin Department of Financial Institutions on August 6, 1969	Contained herein
3.1.52	Articles of Merger SANM Acquisition Subsidiary, Inc. with and into Manu-tronics, Inc., filed with the Wisconsin Department of Financial Institutions on March 31, 1999	Contained herein
3.1.53	Articles of Correction of Manu-tronics, Inc., filed with the Wisconsin Department of Financial Institutions on August 12, 2002	Contained herein
3.1.54	Restated Articles of Organization of Hadco Corporation, filed with the Massachusetts Secretary of State on March 1, 1989	Contained herein
3.1.55	Articles of Merger of Parent and Subsidiary Corporations of Hadco Corporation, filed with the Massachusetts Secretary of State on July 1, 1997	Contained herein
3.1.56	Articles of Amendment of Hadco Corporation, filed with the Massachusetts Secretary of State on March 4, 1998	Contained herein
3.1.57	Articles of Merger of SANM Acquisition Subsidiary, Inc. with and into Hadco Corporation, filed with the Massachusetts Secretary of State on June 23, 2000	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.58	Articles of Merger of Parent and Subsidiary Corporations of Hadco Corporation, filed with the Massachusetts Secretary of State on September 28, 2001	Contained herein
3.1.59	Restated Certificate of Incorporation of SCI Systems, Inc., attached as Exhibit A to Certificate of Merger of Sun Acquisition Subsidiary, Inc. with and into SCI Systems, Inc., filed with the Delaware Secretary of State on December 6, 2001	Contained herein
3.1.60	Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on July 13, 1984	Contained herein
3.1.61	Certificate of Amendment of Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on May 17, 1985	Contained herein
3.1.62	Certificate of Ownership and Merger merging SCI U.K. Trading, Inc. into SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on November 9, 1987	Contained herein
3.1.63	Certificate for Renewal and Revival of Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on March 24, 1993	Contained herein
3.1.64	Certificate of Amendment of Certificate of Incorporation of SCI U.K. Holding, Inc., changing its name to SCI Holdings, Inc., filed with the Delaware Secretary of State on March 24, 1993	Contained herein
3.1.65	Certificate of Incorporation of Interagency, Inc., filed with the Delaware Secretary of State on July 3, 1973	Contained herein
3.2	Amended and Restated Bylaws of the Company, dated December 7, 2001	Exhibit 3.2 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
3.2.1	Amended and Restated Bylaws of Moose Acquisition Subsidiary, Inc., effective as of November 25, 2002	Contained herein
3.2.2	Amended and Restated Bylaws of Essex Acquisition Subsidiary, Inc., effective as of November 25, 2002	Contained herein
3.2.3	By-Laws of Sanmina Canada Holdings, Inc., effective as of August 23, 2002	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.2.4	Operating Agreement of Sanmina-SCI, LLC, effective as of December 19, 2002	Contained herein
3.2.5	Amended and Restated Bylaws of Compatible Memory, Inc., effective as of November 25, 2002	Contained herein
3.2.6	By-Laws of Sanmina-SCI Systems (Alabama) Inc.	Contained herein
3.2.7	Operating Agreement of SCI Plant No. 12, L.L.C., effective as of March 31, 2000	Contained herein
3.2.8	Operating Agreement of SCI Plant No. 22, L.L.C., effective as of March 31, 2000	Contained herein
3.2.9	Amended and Restated Limited Liability Company Operating Agreement of Sanmina-SCI Systems Enclosures, LLC	Contained herein
3.2.10	Amended and Restated Bylaws of SCI Enclosures (Denton), Inc., effective as of November 25, 2002	Contained herein
3.2.11	By-Laws of Scimex, Inc.	Contained herein
3.2.12	Amended and Restated Bylaws of Hadco Santa Clara, Inc., effective as of November 25, 2002	Contained herein
3.2.13	Bylaws of Sanmina Enclosure Systems USA Inc., effective as of December 19, 2002	Contained herein
3.2.14	Amended and Restated By-Laws of SCI Technology, Inc.	Contained herein
3.2.15	Second Amended and Restated Bylaws of Interworks Computer Products	Contained herein
3.2.16	Operating Agreement of Sanmina General, L.L.C., effective as of December 31, 1999	Contained herein
3.2.17	Operating Agreement of Sanmina Limited, L.L.C., effective as of December 31, 1999	Contained herein
3.2.18	Amended and Restated Bylaws of Viking Components Incorporated, effective as of November 25, 2002	Contained herein
3.2.19	Agreement of Limited Partnership of Sanmina Texas, L.P.	Contained herein
3.2.20	Bylaws of Manu-tronics, Inc., effective as of March 30, 1999	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.2.21	By-Laws of Hadco Corporation, effective as of June 23, 2000	Contained herein
3.2.22	Amended and Restated By-Laws of SCI Systems, Inc., effective as of January 22, 1990	Contained herein
3.2.23	Amended and Restated By-Laws of SCI Holdings, Inc., effective as of June 29, 1987	Contained herein
3.2.24	Amended and Restated By-Laws of Interagency, Inc., effective as of August 23, 2002	Contained herein
4.2	Preferred Stock Rights Agreement, dated as of May 17, 2001 between the Company and Wells Fargo Bank Minnesota, N.A., including the form of Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively	Exhibit 4.2 to the Company’s Registration Statement on Form 8-A filed with the SEC on May 25, 2001
4.3	Indenture dated May 5, 1999, between Company and Norwest Bank Minnesota, N.A. as Trustee	Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the SEC on July 30, 1999
4.4	Indenture dated September 12, 2000, between Company and Wells Fargo Bank Minnesota, National Association as Trustee	Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the SEC on November 20, 2000
4.5	Subordinated Indenture dated March 15, 2000, between SCI Systems, Inc. and Bank One Trust Company, National Association, as Trustee (“Subordinated Indenture”)	Exhibit 2.2 to SCI Systems, Inc.’s Registration Statement on Form 8-A12B, SEC File No. 001-12821, filed with the SEC on March 9, 2000
4.5.1	Supplemental Indenture No. 1 dated March 15, 2000, to the Subordinated Indenture, between SCI Systems, Inc. and Bank One Trust Company, National Association, as Trustee	Exhibit 4.1 to SCI Systems, Inc.’s Report on Form 8-K, SEC File No. 001-12821, filed with the SEC on April 5, 2000
4.5.2	Supplemental Indenture No. 2 dated December 6, 2001, to the Subordinated Indenture, by and among SCI Systems, Inc., Sanmina Corporation, as Guarantor, and Bank One Trust Company, National Association, as Trustee	Exhibit 4.5.2 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
4.6	Credit and Guaranty Agreement, dated as of December 23, 2002, among Company, certain Subsidiaries of Company from time to time party thereto, the Lenders from time to time party thereto, Goldman Sachs Credit Partners L.P. as Lead Arranger, Sole Book Runner, Syndication Agent and Administrative Agent and LaSalle Business Credit, Inc., as Collateral Agent and Documentation Agent	Exhibit 4.6 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.7	Indenture, dated as of December 23, 2002, among Company, the Subsidiary Guarantors and State Street Bank and Trust Company of California, N.A., as Trustee	Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.8	Exchange and Registration Rights Agreement, dated as of December 23, 2002, among Company, the subsidiaries of the Company party thereto, and the Purchasers party thereto	Exhibit 4.8 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.9	Intercreditor Agreement, dated as of December 23, 2002, by and among the Company, LaSalle Business Credit, Inc., as Collateral Agent, State Street Bank and Trust Company of California, N.A., as Second Lien Collateral Trustee and each New First Lien Claimholder Representative which may become a party from time to time	Exhibit 4.9 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.10	Second Lien Collateral Trust Agreement, dated as of December 23, 2002, by and among Company, the subsidiaries of Company party thereto and State Street Bank and Trust Company of California, N.A., as Second Lien Collateral Trustee	Exhibit 4.10 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.11	Form of 10.375% Senior Secured Notes due January 15, 2010	Included in Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.12	Form of 10.375% Senior Secured Exchange Notes due January 15, 2010	Included in Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
4.13	Form of Guaranty of 10.375% Senior Secured Notes due January 15, 2010	Included in Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.14	Form of the Guaranty of 10.375% Senior Secured Exchange Notes due January 15, 2010	Included in Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby	To be filed by amendment
10.2	Amended 1990 Incentive Stock Plan	Exhibit 10.2 to the Company’s Report on Form 10-K, SEC File No. 000-21272, filed with the SEC on December 29, 1994
10.29	1999 Stock Plan	Exhibit 4.3 to the Company’s Report on Form S-8, filed with the SEC on May 25, 1999
10.29.1	Addendum to the 1999 Stock Plan (Additional Terms and Conditions for Employees of the French subsidiary(ies)), dated February 21, 2001	Exhibit 10.29.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.3	1993 Employee Stock Purchase Plan	Exhibit 10.3 to the Company’s Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC on February 19, 1993
10.30	1995 Director Option Plan	Exhibit 10.4 to the Company’s Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997
10.31	1996 Supplemental Stock Plan	Exhibit 10.1 to the Company’s Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
10.32	Hadco Corporation 1998 Stock Plan, as Amended and Restated March 3, 1999	Exhibit 4.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on June 23, 2000
10.33	Hadco Corporation Non-Qualified Stock Option Plan, as Amended and Restated July 1, 1998	Exhibit 4.2 to the Company’s Registration Statement on Form S-8, filed with the SEC on June 23, 2000
10.34	Hadco Corporation Non-Qualified Stock Option Plan, as Amended and Restated April 7, 1998	Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed with the SEC on June 23, 2000
10.35	SCI Systems, Inc. 1994 Stock Option Incentive Plan	Exhibit 4.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001
10.36	SCI Systems, Inc. 2000 Stock Incentive Plan	Exhibit 4.2 to the Company’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001
10.37	SCI Systems, Inc. Board of Directors Deferred Compensation Plan	Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001
10.42	Form of Indemnification Agreement executed by the Company and its officers and directors pursuant to the Delaware reincorporation	Exhibit 10.42 to the Company’s Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC on February 19, 1993
10.43	Employment Agreement, dated July 13, 2001, between the Company, SCI Systems, Inc. and A. Eugene Sapp, Jr.	Exhibit 10.40 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 10, 2001
10.45	Agreement and Plan of Reorganization, dated July 13, 2001 (as amended and restated), by and among the Company, Sun Acquisition Subsidiary, Inc. and SCI Systems, Inc.	Exhibit 2.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 10, 2001

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
10.46	Credit Agreement (Multi-Year), dated as of December 6, 2001, by and among the Company, certain subsidiaries of Company, Bank of America, N.A. and several financial institutions (“Multi-Year Credit Agreement”)	Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2002, filed with the SEC on May 13, 2002
10.46.1	Amendment Agreement to the Multi-Year Credit Agreement, dated as of June 21, 2002, by and among the Company, certain subsidiaries of Company, Bank of America, N.A. and several financial institutions	Exhibit 10.46.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.47	Credit Agreement (364-Day), dated as of December 6, 2001, by and among the Company, certain subsidiaries of Company, Bank of America, N.A. and several financial institutions (“364-Day Credit Agreement”)	Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2002, filed with the SEC on May 13, 2002
10.47.1	Amendment Agreement to the 364-Day Credit Agreement, dated as of June 21, 2002, by and among the Company, certain subsidiaries of Company, Bank of America, N.A. and several financial institutions	Exhibit 10.47.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.48	Third Amended and Restated Receivables Purchase Agreement, dated as of July 31, 2002, by and among the Company, SCI Funding, Inc., SCI Technology, Inc., Quincy Capital Corporation, Amsterdam Funding Corporation, Bank of America, N.A. and ABN Amro Bank, N.V. (“Third Amended and Restated Receivables Purchase Agreement”)	Exhibit 10.48 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.48.1	First Amendment to the Third Amended and Restated Receivables Purchase Agreement, dated as of August 13, 2002, by and among the Company, SCI Funding, Inc., SCI Technology, Inc., Quincy Capital Corporation, Amsterdam Funding Corporation, Bank of America, N.A. and ABN Amro Bank, N.V.	Exhibit 10.48.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.48.2	Second Amendment to the Third Amended and Restated Receivables Purchase Agreement, dated as of October 8, 2002, by and among the Company, SCI Funding, Inc., SCI Technology, Inc., Quincy Capital Corporation, Amsterdam Funding Corporation, Bank of America, N.A. and ABN Amro Bank, N.V.	Exhibit 10.48.2 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
10.49	Deferred Compensation Plan for Outside Directors	Exhibit 10.49 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.50	Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Sweden)	Exhibit 10.50 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.50.1	Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Finland)	Exhibit 10.50.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.51	Executive Deferred Compensation Plan	Exhibit 10.51 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
10.52	Amendment Agreement dated December 5, 2002 to the Employment Agreement dated September 30, 2001 between the Company, SCI Systems, Inc. and A. Eugene Sapp, Jr.	Exhibit 10.52 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges	Contained herein
16.1	Letter from Arthur Andersen LLP to the SEC dated April 22, 2002	Exhibit 16 to the Company’s Report on Form 8-K, filed with the SEC on April 23, 2002
16.2	Letter from Arthur Andersen LLP to the SEC dated May 17, 2002	Exhibit 16 to the Company’s Report on Form 8-K, filed with the SEC on May 17, 2002
16.3	Letter from Ernst & Young LLP to the SEC dated May 30, 2002	Exhibit 16 to the Company’s Report on Form 8-K, filed with the SEC on May 30, 2002
21.1	Subsidiaries of the Company	To be filed by amendment
23.1	Consent of Arthur Andersen LLP	Omitted pursuant to Rule 437a

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
23.2	Consent of KPMG LLP	Contained herein
23.3	Consent of WSGR	Included in Exhibit 5.1
24.1	Power of Attorney (see signature pages)	Contained herein
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association (as successor to State Street Bank & Trust Company of California, N.A.) to Act as Trustee under the Indenture	Contained herein
99.1	Form of Letter of Transmittal	Contained herein
99.2	Form of Notice of Guaranteed Delivery	Contained herein
99.3	Form of Letter to Clients	Contained herein
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees	Contained herein
99.5	Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9	Contained herein

     (b)  Financial Statement Schedules: All schedules have been incorporated herein by reference or omitted because they are not applicable or not required.

ITEM 22. Undertakings

     Each of the undersigned Registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of a Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each undersigned Registrant pursuant to the provisions, or otherwise, each Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by each undersigned Registrant of expenses incurred or paid by a director, officer or controlling person of each Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each Registrant will, unless in the opinion of its counsel the matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question

whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

     Each of the undersigned Registrants hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

     Each of the undersigned Registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired or involved therein, that was not the subject of and included in the registration statement when it became effective.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 20th day of March, 2003.

SANMINA-SCI CORPORATION
By:	/s/ Jure Sola Jure Sola Chairman and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Jure Sola and Rick R. Ackel, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jure Sola Jure Sola	Chairman of the Board and Director (Principal Executive Officer)	March 18, 2003
/s/ Rick R. Ackel Rick R. Ackel	Chief Financial Officer (Principal Financial and Accounting Officer)	March 18, 2003
/s/ John C. Bolger John C. Bolger	Director	March 20, 2003
/s/ Neil R. Bonke Neil R. Bonke	Director	March 17, 2003
/s/ Randy W. Furr Randy W. Furr	Director	March 18, 2003
/s/ Mario M. Rosati Mario M. Rosati	Director	March 18, 2003

Signature	Title	Date
/s/ A. Eugene Sapp A. Eugene Sapp	Director	March 20, 2003
/s/ Wayne Shortridge Wayne Shortridge	Director	March 18, 2003
Bernard V. Vonderschmitt	Director
Jacqueline M. Ward	Director

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the Registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 20th day of March, 2003.

COMPATIBLE MEMORY, INC. ESSEX ACQUISITION SUBSIDIARY, INC. HADCO CORPORATION HADCO SANTA CLARA, INC. INTERAGENCY, INC. INTERWORKS COMPUTER PRODUCTS MANU-TRONICS, INC. MOOSE ACQUISITION SUBSIDIARY, INC. SANMINA CANADA HOLDINGS, INC. SANMINA ENCLOSURE SYSTEMS USA INC. SANMINA-SCI SYSTEMS (ALABAMA) INC. SANMINA-SCI SYSTEMS ENCLOSURES, LLC SCI ENCLOSURES (DENTON), INC. SCI HOLDINGS, INC. SCI SYSTEMS, INC. SCIMEX, INC. VIKING COMPONENTS INCORPORATED
By:	/s/ Jure Sola
	Name:	Jure Sola
	Title:	Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Jure Sola and Rick R. Ackel, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed on the 20th day of March, 2003, by the following persons in the capacities indicated:

Signature	Title	Date
/s/ Jure Sola Jure Sola	Chief Executive Officer of each of the additional registrants listed directly above (Principal Executive Officer)	March 18, 2003
/s/ Rick R. Ackel Rick R. Ackel	Chief Financial Officer of each of the additional registrants listed directly above (Principal Financial and Accounting Officer)	March 18, 2003
/s/ Michael M. Sullivan Michael M. Sullivan	Director of each of the additional registrants listed directly above other than SCI Systems, Inc. and Sanmina-SCI Systems Enclosures, LLC; Manager of Sanmina-SCI Systems Enclosures, LLC	March 20, 2003
/s/ Steven H. Jackman Steven H. Jackman	Director of each of the additional registrants listed directly above other than Manu-tronics, Inc., SCI Systems, Inc. and Sanmina-SCI Systems Enclosures, LLC; Manager of Sanmina-SCI Systems Enclosures, LLC	March 20, 2003
/s/ Jeffrey L. Roth Jeffrey L. Roth	Director of Hadco Corporation, Interagency, Inc., Sanmina-SCI Systems (Alabama) Inc., SCI Enclosures (Denton), Inc., SCI Holdings, Inc. and Scimex, Inc.	March 20, 2003
/s/ Randy Furr Randy Furr	Director of SCI Systems, Inc.	March 18, 2003
/s/ A. Eugene Sapp, Jr. A. Eugene Sapp, Jr.	Director of SCI Systems, Inc.	March 20, 2003

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 20th day of March, 2003.

SCI TECHNOLOGY, INC.
By:	/s/ Jure Sola
	Name:	Jure Sola
	Title:	President

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Jure Sola and Rick R. Ackel, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed on the 20th day of March, 2003, by the following persons in the capacities indicated:

Signature	Title	Date
/s/ Jure Sola Jure Sola	President (Principal Executive Officer)	March 18, 2003
/s/ Rick R. Ackel Rick R. Ackel	Chief Financial Officer (Principal Financial and Accounting Officer)	March 18, 2003
/s/ Mark Lustig Mark Lustig	Director	March 20, 2003
/s/ George King George King	Director	March 20, 2003
/s/ Michael M. Sullivan Michael M. Sullivan	Director	March 20, 2003

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the Registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 20th day of March, 2003.

SCI PLANT No. 2, L.L.C. SCI PLANT No. 3, L.L.C. SCI PLANT No. 4, L.L.C. SCI PLANT No. 5, L.L.C. SCI PLANT No. 27, L.L.C. SCI PLANT No. 30, L.L.C.   All by:   SANMINA-SCI SYSTEMS (ALABAMA) INC., their Sole Member (with no manager)
By:	/s/ Jure Sola
	Name:	Jure Sola
	Title:	Chief Executive Officer

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the Registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 20th day of March, 2003.

SCI PLANT No. 12, L.L.C. SCI PLANT No. 22, L.L.C.   All by:   SCI TECHNOLOGY, INC., their Sole Member (with no manager)
By:	/s/ Jure Sola
	Name:	Jure Sola
	Title:	President

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the Registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 20th day of March, 2003.

SANMINA GENERAL, L.L.C. SANMINA LIMITED, L.L.C. SANMINA-SCI, LLC   All by:   SANMINA-SCI CORPORATION, their Sole Member (with no manager)
By:	/s/ Jure Sola
	Name:	Jure Sola
	Title:	Chief Executive Officer

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 20th day of March, 2003.

SANMINA TEXAS, L.P.
By:	SANMINA GENERAL, L.L.C., Its General Partner
	By:	SANMINA-SCI CORPORATION, Its Sole Member (with no manager)
	By:	/s/ Jure Sola
		Name:	Jure Sola
		Title:	Chief Executive Officer

EXHIBIT INDEX

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1	Restated Certificate of Incorporation of the Company, dated January 31, 1996	Exhibit 3.2 to the Company’s Report on Form 10-K for the fiscal year ended September 30, 1996, SEC File No. 000-21272, filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996
3.1.1	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, dated March 9, 2001	Exhibit 3.1(a) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the SEC on May 11, 2001
3.1.2	Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Company, dated May 29, 2001	Exhibit 3.1.2 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 10, 2001
3.1.3	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, dated December 7, 2001	Exhibit 3.1.3 to the Company’s Report on Form 10-K for the fiscal year ended September 29, 2001, filed with the SEC on December 21, 2001
3.1.4	Certificate of Incorporation of Moose Acquisition Subsidiary, Inc., filed with the Delaware Secretary of State on May 26, 2000	Contained herein
3.1.5	Certificate of Incorporation of Essex Acquisition Subsidiary, Inc. filed with the Delaware Secretary of State on May 30, 2000	Contained herein
3.1.6	Certificate of Incorporation of Sanmina Canada Holdings, Inc., filed with the Delaware Secretary of State on October 29, 1998	Contained herein
3.1.7	Articles of Organization of SCI Plant No. 2, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.8	Articles of Organization of SCI Plant No. 3, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.9	Articles of Organization of SCI Plant No. 4, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.10	Articles of Organization of SCI Plant No. 5, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.11	Articles of Organization of SCI Plant No. 27, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein
3.1.12	Articles of Organization of SCI Plant No. 30, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.13	Certificate of Formation of Sanmina-SCI, LLC, filed with the Delaware Secretary of State on December 18, 2001	Contained herein
3.1.14	Articles of Incorporation of Compatible Memory, Inc., filed with the California Secretary of State on July 14, 1997	Contained herein
3.1.15	Articles of Incorporation of Sanmina-SCI Systems (Alabama), Inc., filed with the Alabama Secretary of State on January 4, 1988	Contained herein
3.1.16	Articles of Amendment to the Articles of Incorporation of Sanmina-SCI Systems (Alabama), Inc. changing its name to Sanmina-SCI Systems (Alabama) Inc., filed with the Alabama Secretary of State on October 22, 2002	Contained herein
3.1.17	Statement of Change of Registered Office or Registered Agent, or Both of Sanmina-SCI Systems (Alabama), Inc., filed with the Alabama Secretary of State on February 12, 1990	Contained herein
3.1.18	Articles of Organization of SCI Plant No. 12, L.L.C., filed with the Colorado Secretary of State on March 31, 2000	Contained herein
3.1.19	Articles of Organization of SCI Plant No. 22, L.L.C., filed with the Colorado Secretary of State on March 31, 2000	Contained herein
3.1.20	Certificate of Formation of SCI/TAG, LLC, filed with the Delaware Secretary of State on November 23, 1999	Contained herein
3.1.21	Certificate of Amendment to the Certificate of Formation of SCI/TAG, LLC, changing its name to SCI Enclosures, LLC, filed with the Delaware Secretary of State on May 18, 2001.	Contained herein
3.1.22	Certificate of Merger of Ra-Tek Precision Sheet Metal, Inc. with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.23	Certificate of Merger of Continental Metal Specialty, Inc. with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.24	Certificate of Merger of CMS Holding Company with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.25	Certificate of Merger of CMS Hartzell Incorporated with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.26	Certificate of Merger of Hartzell Manufacturing, Inc. with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.27	Certificate of Merger of Global Tool & Engineering, Inc. with and into SCI Enclosures, LLC, filed with the Delaware Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.28	Certificate of Amendment to the Certificate of Formation of SCI Enclosures, LLC, changing its name to Sanmina-SCI Systems Enclosures, LLC, filed with the Delaware Secretary of State on October 10, 2002	Contained herein
3.1.29	Articles of Incorporation of SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on June 12, 2001	Contained herein
3.1.30	Articles of Merger of Hartzell Manufacturing, Incorporated with and into SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on June 29, 2001	Contained herein
3.1.31	Assumed Name Certificate for Filing with the Secretary of State, of SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on August 24, 2001	Contained herein
3.1.32	Articles of Incorporation of Scimex, Inc., as filed with the Alabama Secretary of State on March 24, 1987	Contained herein
3.1.33	Statement of Change of Registered Office or Registered Agent, or Both of Scimex, Inc., filed with the Alabama Secretary of State on February 12, 1990	Contained herein
3.1.34	Amended and Restated Certificate of Incorporation of Zycon Corporation, filed with the Delaware Secretary of State on January 10, 1997	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.35	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Zycon Corporation changing its name to Hadco Santa Clara, Inc., filed with the Delaware Secretary of State on July 10, 1997	Contained herein
3.1.36	Articles of Incorporation of Devtek Electronic Enclosures U.S.A. Inc., filed with the North Carolina Secretary of State on July 3, 1995	Contained herein
3.1.37	Articles of Amendment of Devtek Electronic Enclosures U.S.A. Inc. changing its name to Sanmina Enclosure Systems USA Inc., filed with the North Carolina Secretary of State on April 12, 2000	Contained herein
3.1.38	Articles of Incorporation of SCI Technology, Inc., filed with the Alabama Secretary of State on May 9, 1984	Contained herein
3.1.39	Statement of Change of Registered Office or Registered Agent, or Both of SCI Technology, Inc., filed with the Alabama Secretary of State on April 1, 1987	Contained herein
3.1.40	Statement of Change of Registered Office or Registered Agent, or Both of SCI Technology, Inc., filed with the Alabama Secretary of State on February 12, 1990	Contained herein
3.1.41	Articles of Merger of SCI Systems Colorado, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 1998	Contained herein
3.1.42	Articles of Merger of AWI, Colorado Manufacturing Technology, Inc. and SCI Manufacturing, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on January 31, 1990	Contained herein
3.1.43	Articles of Merger of SCI/EOG Holdings, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.44	Articles of Merger of EOG, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 2001 (effective June 30, 2001)	Contained herein
3.1.45	Amended and Restated Articles of Incorporation of Interworks Computer Products, filed with the California Secretary of State on December 17, 2002	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.46	Certificate of Formation of Sanmina General, L.L.C., filed with the Delaware Secretary of State on December 30, 1999	Contained herein
3.1.47	Certificate of Formation of Sanmina Limited, L.L.C., filed with the Delaware Secretary of State on December 30, 1999	Contained herein
3.1.48	Amended and Restated Articles of Incorporation of Viking Components Incorporated, filed with the California Secretary of State on December 17, 2002	Contained herein
3.1.49	Articles of Conversion of Sanmina Cable Systems, Inc. into Sanmina Texas, L.P., filed with the Texas Secretary of State on January 5, 2000	Contained herein
3.1.50	Assumed Name Certificate for Incorporated Business or Profession, Limited Partnership, Registered Limited Liability Partnership or Limited Liability Company, of Sanmina Texas, L.P., filed with the Texas Secretary of State on January 7, 2000	Contained herein
3.1.51	Articles of Incorporation of Manu-tronics, Inc., filed with the Wisconsin Department of Financial Institutions on August 6, 1969	Contained herein
3.1.52	Articles of Merger SANM Acquisition Subsidiary, Inc. with and into Manu-tronics, Inc., filed with the Wisconsin Department of Financial Institutions on March 31, 1999	Contained herein
3.1.53	Articles of Correction of Manu-tronics, Inc., filed with the Wisconsin Department of Financial Institutions on August 12, 2002	Contained herein
3.1.54	Restated Articles of Organization of Hadco Corporation, filed with the Massachusetts Secretary of State on March 1, 1989	Contained herein
3.1.55	Articles of Merger of Parent and Subsidiary Corporations of Hadco Corporation, filed with the Massachusetts Secretary of State on July 1, 1997	Contained herein
3.1.56	Articles of Amendment of Hadco Corporation, filed with the Massachusetts Secretary of State on March 4, 1998	Contained herein
3.1.57	Articles of Merger of SANM Acquisition Subsidiary, Inc. with and into Hadco Corporation, filed with the Massachusetts Secretary of State on June 23, 2000	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.1.58	Articles of Merger of Parent and Subsidiary Corporations of Hadco Corporation, filed with the Massachusetts Secretary of State on September 28, 2001	Contained herein
3.1.59	Restated Certificate of Incorporation of SCI Systems, Inc., attached as Exhibit A to Certificate of Merger of Sun Acquisition Subsidiary, Inc. with and into SCI Systems, Inc., filed with the Delaware Secretary of State on December 6, 2001	Contained herein
3.1.60	Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on July 13, 1984	Contained herein
3.1.61	Certificate of Amendment of Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on May 17, 1985	Contained herein
3.1.62	Certificate of Ownership and Merger merging SCI U.K. Trading, Inc. into SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on November 9, 1987	Contained herein
3.1.63	Certificate for Renewal and Revival of Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on March 24, 1993	Contained herein
3.1.64	Certificate of Amendment of Certificate of Incorporation of SCI U.K. Holding, Inc., changing its name to SCI Holdings, Inc., filed with the Delaware Secretary of State on March 24, 1993	Contained herein
3.1.65	Certificate of Incorporation of Interagency, Inc., filed with the Delaware Secretary of State on July 3, 1973	Contained herein
3.2	Amended and Restated Bylaws of the Company, dated December 7, 2001	Exhibit 3.2 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
3.2.1	Amended and Restated Bylaws of Moose Acquisition Subsidiary, Inc., effective as of November 25, 2002	Contained herein
3.2.2	Amended and Restated Bylaws of Essex Acquisition Subsidiary, Inc., effective as of November 25, 2002	Contained herein
3.2.3	By-Laws of Sanmina Canada Holdings, Inc., effective as of August 23, 2002	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.2.4	Operating Agreement of Sanmina-SCI, LLC, effective as of December 19, 2002	Contained herein
3.2.5	Amended and Restated Bylaws of Compatible Memory, Inc., effective as of November 25, 2002	Contained herein
3.2.6	By-Laws of Sanmina-SCI Systems (Alabama) Inc.	Contained herein
3.2.7	Operating Agreement of SCI Plant No. 12, L.L.C., effective as of March 31, 2000	Contained herein
3.2.8	Operating Agreement of SCI Plant No. 22, L.L.C., effective as of March 31, 2000	Contained herein
3.2.9	Amended and Restated Limited Liability Company Operating Agreement of Sanmina-SCI Systems Enclosures, LLC	Contained herein
3.2.10	Amended and Restated Bylaws of SCI Enclosures (Denton), Inc., effective as of November 25, 2002	Contained herein
3.2.11	By-Laws of Scimex, Inc.	Contained herein
3.2.12	Amended and Restated Bylaws of Hadco Santa Clara, Inc., effective as of November 25, 2002	Contained herein
3.2.13	Bylaws of Sanmina Enclosure Systems USA Inc., effective as of December 19, 2002	Contained herein
3.2.14	Amended and Restated By-Laws of SCI Technology, Inc.	Contained herein
3.2.15	Second Amended and Restated Bylaws of Interworks Computer Products	Contained herein
3.2.16	Operating Agreement of Sanmina General, L.L.C., effective as of December 31, 1999	Contained herein
3.2.17	Operating Agreement of Sanmina Limited, L.L.C., effective as of December 31, 1999	Contained herein
3.2.18	Amended and Restated Bylaws of Viking Components Incorporated, effective as of November 25, 2002	Contained herein
3.2.19	Agreement of Limited Partnership of Sanmina Texas, L.P.	Contained herein
3.2.20	Bylaws of Manu-tronics, Inc., effective as of March 30, 1999	Contained herein

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
3.2.21	By-Laws of Hadco Corporation, effective as of June 23, 2000	Contained herein
3.2.22	Amended and Restated By-Laws of SCI Systems, Inc., effective as of January 22, 1990	Contained herein
3.2.23	Amended and Restated By-Laws of SCI Holdings, Inc., effective as of June 29, 1987	Contained herein
3.2.24	Amended and Restated By-Laws of Interagency, Inc., effective as of August 23, 2002	Contained herein
4.2	Preferred Stock Rights Agreement, dated as of May 17, 2001 between the Company and Wells Fargo Bank Minnesota, N.A., including the form of Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively	Exhibit 4.2 to the Company’s Registration Statement on Form 8-A filed with the SEC on May 25, 2001
4.3	Indenture dated May 5, 1999, between Company and Norwest Bank Minnesota, N.A. as Trustee	Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the SEC on July 30, 1999
4.4	Indenture dated September 12, 2000, between Company and Wells Fargo Bank Minnesota, National Association as Trustee	Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the SEC on November 20, 2000
4.5	Subordinated Indenture dated March 15, 2000, between SCI Systems, Inc. and Bank One Trust Company, National Association, as Trustee (“Subordinated Indenture”)	Exhibit 2.2 to SCI Systems, Inc.’s Registration Statement on Form 8-A12B, SEC File No. 001-12821, filed with the SEC on March 9, 2000
4.5.1	Supplemental Indenture No. 1 dated March 15, 2000, to the Subordinated Indenture, between SCI Systems, Inc. and Bank One Trust Company, National Association, as Trustee	Exhibit 4.1 to SCI Systems, Inc.’s Report on Form 8-K, SEC File No. 001-12821, filed with the SEC on April 5, 2000
4.5.2	Supplemental Indenture No. 2 dated December 6, 2001, to the Subordinated Indenture, by and among SCI Systems, Inc., Sanmina Corporation, as Guarantor, and Bank One Trust Company, National Association, as Trustee	Exhibit 4.5.2 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
4.6	Credit and Guaranty Agreement, dated as of December 23, 2002, among Company, certain Subsidiaries of Company from time to time party thereto, the Lenders from time to time party thereto, Goldman Sachs Credit Partners L.P. as Lead Arranger, Sole Book Runner, Syndication Agent and Administrative Agent and LaSalle Business Credit, Inc., as Collateral Agent and Documentation Agent	Exhibit 4.6 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.7	Indenture, dated as of December 23, 2002, among Company, the Subsidiary Guarantors and State Street Bank and Trust Company of California, N.A., as Trustee	Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.8	Exchange and Registration Rights Agreement, dated as of December 23, 2002, among Company, the subsidiaries of the Company party thereto, and the Purchasers party thereto	Exhibit 4.8 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.9	Intercreditor Agreement, dated as of December 23, 2002, by and among the Company, LaSalle Business Credit, Inc., as Collateral Agent, State Street Bank and Trust Company of California, N.A., as Second Lien Collateral Trustee and each New First Lien Claimholder Representative which may become a party from time to time	Exhibit 4.9 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.10	Second Lien Collateral Trust Agreement, dated as of December 23, 2002, by and among Company, the subsidiaries of Company party thereto and State Street Bank and Trust Company of California, N.A., as Second Lien Collateral Trustee	Exhibit 4.10 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.11	Form of 10.375% Senior Secured Notes due January 15, 2010	Included in Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.12	Form of 10.375% Senior Secured Exchange Notes due January 15, 2010	Included in Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
4.13	Form of Guaranty of 10.375% Senior Secured Notes due January 15, 2010	Included in Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
4.14	Form of the Guaranty of 10.375% Senior Secured Exchange Notes due January 15, 2010	Included in Exhibit 4.7 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby	To be filed by amendment
10.2	Amended 1990 Incentive Stock Plan	Exhibit 10.2 to the Company’s Report on Form 10-K, SEC File No. 000-21272, filed with the SEC on December 29, 1994
10.29	1999 Stock Plan	Exhibit 4.3 to the Company’s Report on Form S-8, filed with the SEC on May 25, 1999
10.29.1	Addendum to the 1999 Stock Plan (Additional Terms and Conditions for Employees of the French subsidiary(ies)), dated February 21, 2001	Exhibit 10.29.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.3	1993 Employee Stock Purchase Plan	Exhibit 10.3 to the Company’s Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC on February 19, 1993
10.30	1995 Director Option Plan	Exhibit 10.4 to the Company’s Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997
10.31	1996 Supplemental Stock Plan	Exhibit 10.1 to the Company’s Registration Statement on Form S-8, SEC File No. 333-23565, filed with the SEC on March 19, 1997

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
10.32	Hadco Corporation 1998 Stock Plan, as Amended and Restated March 3, 1999	Exhibit 4.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on June 23, 2000
10.33	Hadco Corporation Non-Qualified Stock Option Plan, as Amended and Restated July 1, 1998	Exhibit 4.2 to the Company’s Registration Statement on Form S-8, filed with the SEC on June 23, 2000
10.34	Hadco Corporation Non-Qualified Stock Option Plan, as Amended and Restated April 7, 1998	Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed with the SEC on June 23, 2000
10.35	SCI Systems, Inc. 1994 Stock Option Incentive Plan	Exhibit 4.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001
10.36	SCI Systems, Inc. 2000 Stock Incentive Plan	Exhibit 4.2 to the Company’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001
10.37	SCI Systems, Inc. Board of Directors Deferred Compensation Plan	Exhibit 4.3 to the Company’s Registration Statement on Form S-8, filed with the SEC on December 20, 2001
10.42	Form of Indemnification Agreement executed by the Company and its officers and directors pursuant to the Delaware reincorporation	Exhibit 10.42 to the Company’s Registration Statement on Form S-1, SEC File No. 33-70700, filed with the SEC on February 19, 1993
10.43	Employment Agreement, dated July 13, 2001, between the Company, SCI Systems, Inc. and A. Eugene Sapp, Jr.	Exhibit 10.40 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 10, 2001
10.45	Agreement and Plan of Reorganization, dated July 13, 2001 (as amended and restated), by and among the Company, Sun Acquisition Subsidiary, Inc. and SCI Systems, Inc.	Exhibit 2.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 10, 2001

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
10.46	Credit Agreement (Multi-Year), dated as of December 6, 2001, by and among the Company, certain subsidiaries of Company, Bank of America, N.A. and several financial institutions (“Multi-Year Credit Agreement”)	Exhibit 10.46 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2002, filed with the SEC on May 13, 2002
10.46.1	Amendment Agreement to the Multi-Year Credit Agreement, dated as of June 21, 2002, by and among the Company, certain subsidiaries of Company, Bank of America, N.A. and several financial institutions	Exhibit 10.46.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.47	Credit Agreement (364-Day), dated as of December 6, 2001, by and among the Company, certain subsidiaries of Company, Bank of America, N.A. and several financial institutions (“364-Day Credit Agreement”)	Exhibit 10.47 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2002, filed with the SEC on May 13, 2002
10.47.1	Amendment Agreement to the 364-Day Credit Agreement, dated as of June 21, 2002, by and among the Company, certain subsidiaries of Company, Bank of America, N.A. and several financial institutions	Exhibit 10.47.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.48	Third Amended and Restated Receivables Purchase Agreement, dated as of July 31, 2002, by and among the Company, SCI Funding, Inc., SCI Technology, Inc., Quincy Capital Corporation, Amsterdam Funding Corporation, Bank of America, N.A. and ABN Amro Bank, N.V. (“Third Amended and Restated Receivables Purchase Agreement”)	Exhibit 10.48 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.48.1	First Amendment to the Third Amended and Restated Receivables Purchase Agreement, dated as of August 13, 2002, by and among the Company, SCI Funding, Inc., SCI Technology, Inc., Quincy Capital Corporation, Amsterdam Funding Corporation, Bank of America, N.A. and ABN Amro Bank, N.V	Exhibit 10.48.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.48.2	Second Amendment to the Third Amended and Restated Receivables Purchase Agreement, dated as of October 8, 2002, by and among the Company, SCI Funding, Inc., SCI Technology, Inc., Quincy Capital Corporation, Amsterdam Funding Corporation, Bank of America, N.A. and ABN Amro Bank, N.V	Exhibit 10.48.2 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
10.49	Deferred Compensation Plan for Outside Directors	Exhibit 10.49 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.50	Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Sweden)	Exhibit 10.50 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.50.1	Rules of the Sanmina-SCI Corporation Stock Option Plan 2000 (Finland)	Exhibit 10.50.1 to the Company’s Report on Form 10-K for the fiscal year ended September 28, 2002, filed with the SEC on December 4, 2002
10.51	Executive Deferred Compensation Plan	Exhibit 10.51 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
10.52	Amendment Agreement dated December 5, 2002 to the Employment Agreement dated September 30, 2001 between the Company, SCI Systems, Inc. and A. Eugene Sapp, Jr.	Exhibit 10.52 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2002, filed with the SEC on February 11, 2003
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges	Contained herein
16.1	Letter from Arthur Andersen LLP to the SEC dated April 22, 2002	Exhibit 16 to the Company’s Report on Form 8-K, filed with the SEC on April 23, 2002
16.2	Letter from Arthur Andersen LLP to the SEC dated May 17, 2002	Exhibit 16 to the Company’s Report on Form 8-K, filed with the SEC on May 17, 2002
16.3	Letter from Ernst & Young LLP to the SEC dated May 30, 2002	Exhibit 16 to the Company’s Report on Form 8-K, filed with the SEC on May 30, 2002
21.1	Subsidiaries of the Company	To be filed by amendment
23.1	Consent of Arthur Andersen LLP	Omitted pursuant to Rule 437a

		If Incorporated by
		Reference, Document with
Exhibit		which Exhibit was Previously
Number	Description of Exhibit	Filed with SEC
23.2	Consent of KPMG LLP	Contained herein
23.3	Consent of WSGR	Included in Exhibit 5.1
24.1	Power of Attorney (see signature pages)	Contained herein
25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association (as successor to State Street Bank & Trust Company of California, N.A.) to Act as Trustee under the Indenture	Contained herein
99.1	Form of Letter of Transmittal	Contained herein
99.2	Form of Notice of Guaranteed Delivery	Contained herein
99.3	Form of Letter to Clients	Contained herein
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees	Contained herein
99.5	Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9	Contained herein

EX-3.1.4 3 f88326exv3w1w4.txt EXHIBIT 3.1.4 EXHIBIT 3.1.4 CERTIFICATE OF INCORPORATION OF MOOSE ACQUISITION SUBSIDIARY, INC. DELAWARE CORPORATION 1. The name of this corporation is Moose Acquisition Subsidiary, Inc. 2. The address of the corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is The Corporation Trust Company. 3. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The corporation is authorized to issue one class of shares to be designated "Common Stock". The number of shares of Common Stock authorized to be issued is One Thousand (1,000), with par value of $0.001 per share. 5. The name and mailing address of the incorporator are as follows: Gustavo Casas Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304 6. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the corporation. 7. The election of directors need not be by written ballot unless the Bylaws of the corporation shall so provide. 8. (a) To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. (b) The corporation shall indemnify each of the corporation's directors and officers in each and every situation where under Section 145 of the General corporation Law of the State of Delaware, as amended from time to time ("Section 145"), the Corporation is permitted or empowered to make such indemnification. The corporation may, in the sole discretion of the Board of Directors of the corporation, indemnify any other person who may be indemnified pursuant to Section 145 to the extent the Board of Directors deems advisable, as permitted by Section 145. The Corporation shall promptly make or cause to be made any determination required to be made pursuant to Section 145. 9. Advance notice of new business and stockholder nomination for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the corporation. 10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26th day of May, 2000. /s/ Gustavo Casas ------------------ Gustavo Casas, Incorporator -2- EX-3.1.5 4 f88326exv3w1w5.txt EXHIBIT 3.1.5 EXHIBIT 3.1.5 CERTIFICATE OF INCORPORATION OF ESSEX ACQUISITION SUBSIDIARY, INC. ARTICLE I The name of the Corporation is Essex Acquisition Subsidiary, Inc. (the "Corporation"). ARTICLE II The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV The Corporation is authorized to issue one class of capital stock to be designated "Common Stock", with a par value of $0.001 per share. The total number of shares which the Corporation is authorized to issue is 20,000,000, consisting of 17,000,000 shares of Class A Common Stock, and 3,000,000 shares of Class B Common Stock. The relative rights, preferences, privileges and restrictions granted to or imposed upon the respective classes of the shares of capital stock or the holders thereof are as set forth below. ARTICLE V Except as otherwise provided in this Article V, the rights, preferences and limitations of Class A Common Stock and Class B Common Stock shall be identical in all respects: 1. Voting Rights. Each holder of Class A Common Stock shall have the right to one vote in respect of each share of Class A Common Stock held by him or her and shall be entitled to vote upon all matters and in such manner as may be provided by law. The holders of Class B Common Stock shall have no voting powers except as required by law provided herein. ARTICLE VI The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the statute, and all rights conferred upon the stockholder herein are granted subject to this right. ARTICLE VII The Corporation is to have perpetual existence. ARTICLE VIII 1. Limitation of Liability. To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. 2. Indemnification. The Corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or his or her testator or intestate is or was a director, officer of employee of the Corporation, or any predecessor of the Corporation, or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. ARTICLE IX Holders of voting stock of any class or series of the Corporation shall not be entitled to cumulate their votes for the election of directors or any other matter submitted to a vote of the stockholders, unless such cumulative voting is required pursuant to Sections 2115 and/or 301.5 of the California Corporations Code, in which event each such holder shall be entitled to as many votes as shall equal the number of votes which (except for this provision as to cumulative voting) such holder would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and the holder may cast all of such votes for a single director or may distribute them among the number of directors to be voted for, or for any two or more of them as such holder may see fit, so long as the name of the candidate for director shall have been placed in nomination prior to the voting and the stockholder, or any other holder of the same class or series of stock, has given notice at the meeting prior to the voting of the intention to cumulate votes. ARTICLE X 1. Number of Directors. The number of directors which constitutes the whole Board of Directors of the Corporation shall be designated in the Bylaws of the Corporation. 2. Election of Directors. Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide. ARTICLE XI In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation. -2- ARTICLE XII The name and mailing address of the incorporator are: Gustavo Casas Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304 The undersigned incorporator hereby acknowledges that the above Certificate of Incorporation of Moose Acquisition Subsidiary, Inc. is his act and deed and that the facts stated therein are true. Dated: May 30, 2000 /s/ Gustavo Casas --------------------------- Gustavo Casas, Incorporator -3- EX-3.1.6 5 f88326exv3w1w6.txt EXHIBIT 3.1.6 EXHIBIT 3.1.6 CERTIFICATE OF INCORPORATION OF SANMINA CANADA HOLDINGS, INC. DELAWARE CORPORATION 1. The name of this corporation is Sanmina Canada Holdings, Inc. 2. The address of the corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is The Corporation Trust Company. 3. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The corporation is authorized to issue one class of shares to be designated "Common Stock". The number of shares of Common Stock authorized to be issued is One Million (1,000,000), with par value of $0.001 per share. 5. The name and mailing address of the incorporator are as follows: Christopher D. Mitchell Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304 6. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the corporation. 7. The election of directors need not be by written ballot unless the Bylaws of the corporation shall so provide. 8. (a) To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit, or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. (b) The corporation shall indemnify each of the corporation's directors and officers in each and every situation where under Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time ("Section 145"), the Corporation is permitted or empowered to make such indemnification. The corporation may, in the sole discretion of the Board of Directors of the corporation, indemnify any other person who may be indemnified pursuant to Section 145 to the extent the Board of Directors deems advisable, as permitted by Section 145. The Corporation shall promptly make or cause to be made any determination required to be made pursuant to Section 145. 9. Advance notice of new business and stockholder nomination for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the corporation. 10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 29th day of October, 1998. /s/ Christopher D. Mitchell --------------------------- Christopher D. Mitchell, Incorporator -2- EX-3.1.7 6 f88326exv3w1w7.txt EXHIBIT 3.1.7 EXHIBIT 3.1.7 ARTICLES OF ORGANIZATION OF SCI PLANT NO. 2, L.L.C. TABLE OF CONTENTS I N D E X

ARTICLE PAGE - ------- ---- ARTICLE I - NAME OF THE LIMITED LIABILITY COMPANY............................. 1 ARTICLE II - INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT.............. 1 ARTICLE III - PERIOD OF DURATION.............................................. 1 ARTICLE IV - PURPOSE; POWERS.................................................. 2 ARTICLE V - INITIAL MEMBER; MEMBERSHIP INTERESTS.............................. 2 ARTICLE VI - ADDITIONAL MEMBERS............................................... 2 ARTICLE VII - MANAGEMENT...................................................... 2 ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS............................. 3 ARTICLE IX - DISTRIBUTIONS.................................................... 3 ARTICLE X - DISSOCIATION; ASSIGNMENT.......................................... 3 ARTICLE XI - TAX PROVISIONS................................................... 3 ARTICLE XIII - LIQUIDATION.................................................... 5 ARTICLE XIV - OPERATING AGREEMENT............................................. 5 ARTICLE XV - MISCELLANEOUS.................................................... 5

ARTICLES OF ORGANIZATION OF SCI PLANT NO. 2, L.L.C. THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 2, L.L.C., are made and entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC. for the purpose of forming a limited liability company pursuant to the Alabama Limited Liability Company Act (the "Act"), as follows: ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY The name of the limited liability company is SCI Plant No. 2, L.L.C. (the "Company"). ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT The street address of the initial registered office of the limited liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and the name of the initial registered agent at such address is Michael M. Sullivan. Either the registered office or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The limited liability company shall have perpetual existence, except that the limited liability company shall be dissolved upon the occurrence of one of the following: (1) Vote of the holders of a majority of the membership interests to dissolve the Company. (2) When there is no remaining member, unless either of the following: (a) The holders of all of the financial rights in the limited liability company agree in writing, within ninety (90) days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members; or (b) The legal existence and business of the limited liability company is continued and one or more new members are appointed by the holders of all of the financial rights in the limited liability company. (3) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (4) Entry of a decree of judicial dissolution under Section 10-12-38 of the Act, as amended. (5) Occurrence of any other event of dissolution specified in the Operating Agreement. ARTICLE IV PURPOSE; POWERS The purpose for which this Company is formed is to (1) segregate employment related costs and track costs of production in order to more competitively bid on contracts, and (2) conduct any other lawful business. In furtherance of the purpose of the Company as set forth above, the Company shall have the power and authority to take all actions necessary, useful or appropriate to accomplish its purpose, including, but not limited to, the conduct of business and exercise of all powers authorized by the Act. ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS The name and mailing address of the initial member of the Company and the respective interest of such member in profits, losses, distributions, capital and other Company items are as follows:

NAME ADDRESS INTEREST ---- ------- -------- SCI Systems (Alabama), Inc. P. O. Box 1000 100% Huntsville, Alabama 35807

ARTICLE VI ADDITIONAL MEMBERS The member by written consent shall have the right to admit additional members. Where there are two or more members, the members holding over fifty percent (50%) of the membership interests may admit additional members. ARTICLE VII MANAGEMENT The business and affairs of the Company shall be managed by the members. Each member shall participate equally in the management and affairs of the Company. No member shall be entitled to receive a salary or other compensation from the Company in connection with the management of the Company. All deeds, notes, mortgages, security agreements, leases, options, sale contracts, and other contracts and documents which are to be executed by the Company shall be sufficient if signed on behalf of the Company by any one member. Any third party dealing with the Company shall be fully protected in relying upon the execution of any Company document by any one of the members and the signature of such member thereon shall be conclusive evidence of the -2- authority of such member to sign on behalf of the Company with respect to any third party relying thereon. ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS The members shall make capital contributions to the Company in proportion to their membership interests. Capital contributions shall be determined by consent of all the members. Individual capital accounts shall be maintained for the members. ARTICLE IX DISTRIBUTIONS Upon vote of the members, the Company shall make distributions out of its available cash funds or other assets to the members in proportion to their respective membership interests in accordance with the Act. A member may be required to accept a distribution from the Company in cash or in kind or partly in cash and partly in kind. ARTICLE X DISSOCIATION; ASSIGNMENT No member shall have the right to dissociate voluntarily from the Company without the written consent of the other members. If a member desires to withdraw from the Company, the other members shall have the right to purchase the Company interest of the member desiring to withdraw at a price and in accordance with procedures set forth in the Act. If the other members do not purchase such interest, then the Company shall be dissolved and liquidated. No member shall have the right to assign all or any portion of such members interest in the Company without the written consent of the other members. If the members consent to the assignment of another member's interest in the Company, then such other member shall be free to assign such interest as set forth in the written consent. An assignee of a member's interest only entitles such person to the financial rights of the assignor member to the extent assigned. An assignee of an interest in the Company may become a member only if the members holding more than fifty percent (50%) of the membership interests consent in writing. A member who assigns all such interest in the Company does not cease to be a member until the assignee of such interest is substituted as a member by unanimous written consent of the other members. ARTICLE XI TAX PROVISIONS The following provisions are hereby adopted to govern certain tax matters affecting the Company in the event the Company is treated as a partnership under the Internal Revenue Code: (1) The members' capital accounts shall be established, determined and maintained for each member and assignee in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg."). -3- (2) "Net Profits" or "Net Losses" for any fiscal year or other period shall be an amount equal to the sum of (a) the Company's taxable income or loss for such year or period as computed for federal income tax purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period exempt from federal income taxation and any gain on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1 (b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such year or period not deductible in computing taxable income and not properly chargeable to the capital accounts and any losses on in-kind distributions to be taken into account under Treas. Reg. Section 1.704.1 (b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or other period shall be allocated to the members in accordance with their respective Company interests. (3) If there is a net decrease in Company minimum gain for a Company taxable year, each member shall be allocated items of Company income and gain for that year equal to that member's share of the net decrease in Company minimum gain. This provision is intended to constitute a "minimum gain chargeback requirement" and it shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-2(f). (4) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of the variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or other decisions relating to Code Section 704(c) allocations shall be made by the members in any manner that reasonably reflects the purpose and intention of this Articles of Organization. Code Section 704(c) allocations pursuant to this section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member's capital account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Articles of Organization. (5) Upon liquidation of the Company (or any member's interest in the Company), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the Company taxable year during which such liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member be required to restore a deficit in such member's capital account. Instead of restoring a deficit balance in such member's capital account, a member who unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) in a manner sufficient to eliminate the deficit capital account balance as quickly as possible. It is intended hereby that this constitute a "qualified income offset" as described in Treas. Reg. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and administered in accordance with Treas. Reg. Section 1.704-1(b)(2)(d). (6) SCI Systems (Alabama), Inc. is hereby designated the tax matters member. -4- ARTICLE XIII LIQUIDATION Upon dissolution of the Company, its affairs shall be wound up and its assets distributed in accordance with the Act, except that the distribution to each member shall be subject to the provisions of Article XI(5) above. ARTICLE XIV OPERATING AGREEMENT Members of the Company may enter into an operating agreement to regulate or establish the affairs of the Company, the conduct of its business, and the relations of its members. Such operating agreement may contain any provisions regarding the affairs of the Company, the conduct of its business and the relation of its members that are not inconsistent with laws of the State of Alabama or the Articles of Organization. To the extent these Articles of Organization contain provisions not required under the Act to form the Company, such provisions shall constitute an operating agreement. ARTICLE XV MISCELLANEOUS (1) The Company shall keep at its registered office the records required by the Act and such records shall be subject to inspection and copying at the reasonable request of a member. (2) As soon as practicable, after the end of each fiscal year, each member shall be furnished with a copy of the income statement and balance sheet of the Company as of the last day of such fiscal year. The obligation hereunder may be satisfied by furnishing each member a copy of the income tax return of the Company. (3) The fiscal year of the Company shall be the calendar year. (4) All funds of the Company shall be initially deposited in a separate account or accounts maintained at one or more financial institutions. Such funds are subject to investment and reinvestment pending disbursement for Company purposes as provided in the Act. Each member shall have signatory authority over the accounts maintained at any financial institution. (5) The tax matters member shall be responsible for filing on behalf of the Company with the Internal Revenue Service the required annual income tax return and filing with the appropriate state tax authorities the required state income tax returns. (6) Action of the Company to be adopted by the members shall require the vote or consent of the members holding more than fifty percent (50%) of the membership interests. A member upon reasonable advance notice to the other member may call a meeting of the members for the purpose of considering and voting upon any proposed action of the Company. Any notice given regarding a meeting at which action is proposed, shall describe generally the matter to be considered. Such notice may be oral or in writing. -5- (7) The laws of the State of Alabama shall govern the business of the Company and the relation of its members. (8) No member shall have the right to maintain any action for partition with respect to any of the assets of the Company. (9) Except as may be modified by an operating agreement, these Articles of Organization set forth herein constitute the entire agreement with respect to the subject matter hereof. IN WITNESS WHEREOF, the undersigned member of the Company has hereunto executed the foregoing Articles of Organization on the date and year first above written. SCI systems (Alabama), Inc. By: /s/ Michael M. Sullivan ------------------------------ Michael M. Sullivan Its: Secretary & Corporate Counsel -6- EX-3.1.8 7 f88326exv3w1w8.txt EXHIBIT 3.1.8 EXHIBIT 3.1.8 ARTICLES OF ORGANIZATION OF SCI PLANT NO. 3, L.L.C. I N D E X

ARTICLE PAGE - ------- ---- ARTICLE I - NAME OF THE LIMITED LIABILITY COMPANY............................. 1 ARTICLE II - INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT.............. 1 ARTICLE III - PERIOD OF DURATION.............................................. 1 ARTICLE IV - PURPOSE; POWERS.................................................. 2 ARTICLE V - INITIAL MEMBER; MEMBERSHIP INTERESTS.............................. 2 ARTICLE VI - ADDITIONAL MEMBERS............................................... 2 ARTICLE VII - MANAGEMENT...................................................... 2 ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS............................. 3 ARTICLE IX - DISTRIBUTIONS.................................................... 3 ARTICLE X - DISSOCIATION; ASSIGNMENT.......................................... 3 ARTICLE XI - TAX PROVISIONS................................................... 3 ARTICLE XIII - LIQUIDATION.................................................... 5 ARTICLE XIV - OPERATING AGREEMENT............................................. 5 ARTICLE XV - MISCELLANEOUS.................................................... 5

-i- ARTICLES OF ORGANIZATION OF SCI PLANT NO. 3, L.L.C. THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 3, L.L.C., are made and entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC. for the purpose of forming a limited liability company pursuant to the Alabama Limited Liability Company Act (the "Act"), as follows: ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY The name of the limited liability company is SCI Plant No. 3, L.L.C. (the "Company"). ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT The street address of the initial registered office of the limited liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and the name of the initial registered agent at such address is Michael M. Sullivan. Either the registered office or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The limited liability company shall have perpetual existence, except that the limited liability company shall be dissolved upon the occurrence of one of the following: (1) Vote of the holders of a majority of the membership interests to dissolve the Company. (2) When there is no remaining member, unless either of the following: (a) The holders of all of the financial rights in the limited liability company agree in writing, within ninety (90) days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members; or (b) The legal existence and business of the limited liability company is continued and one or more new members are appointed by the holders of all of the financial rights in the limited liability company. (3) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (4) Entry of a decree of judicial dissolution under Section 10-12-38 of the Act, as amended. (5) Occurrence of any other event of dissolution specified in the Operating Agreement. ARTICLE IV PURPOSE; POWERS The purpose for which this Company is formed is to (1) segregate employment related costs and track costs of production in order to more competitively bid on contracts, and (2) conduct any other lawful business. In furtherance of the purpose of the Company as set forth above, the Company shall have the power and authority to take all actions necessary, useful or appropriate to accomplish its purpose, including, but not limited to, the conduct of business and exercise of all powers authorized by the Act. ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS The name and mailing address of the initial member of the Company and the respective interest of such member in profits, losses, distributions, capital and other Company items are as follows:

NAME ADDRESS INTEREST - --------------------------- ------------------------- -------- SCI Systems (Alabama), Inc. P. O. Box 1000 100% Huntsville, Alabama 35807

ARTICLE VI ADDITIONAL MEMBERS The member by written consent shall have the right to admit additional members. Where there are two or more members, the members holding over fifty percent (50%) of the membership interests may admit additional members. ARTICLE VII MANAGEMENT The business and affairs of the Company shall be managed by the members. Each member shall participate equally in the management and affairs of the Company. No member shall be entitled to receive a salary or other compensation from the Company in connection with the management of the Company. All deeds, notes, mortgages, security agreements, leases, options, sale contracts, and other contracts and documents which are to be executed by the Company shall be sufficient if signed on behalf of the Company by any one member. Any third party dealing with the Company shall be fully protected in relying upon the execution of any Company document by any one of the members and the signature of such member thereon shall be conclusive evidence of the authority of such member to sign on behalf of the Company with respect to any third party relying thereon. -2- ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS The members shall make capital contributions to the Company in proportion to their membership interests. Capital contributions shall be determined by consent of all the members. Individual capital accounts shall be maintained for the members. ARTICLE IX DISTRIBUTIONS Upon vote of the members, the Company shall make distributions out of its available cash funds or other assets to the members in proportion to their respective membership interests in accordance with the Act. A member may be required to accept a distribution from the Company in cash or in kind or partly in cash and partly in kind. ARTICLE X DISSOCIATION; ASSIGNMENT No member shall have the right to dissociate voluntarily from the Company without the written consent of the other members. If a member desires to withdraw from the Company, the other members shall have the right to purchase the Company interest of the member desiring to withdraw at a price and in accordance with procedures set forth in the Act. If the other members do not purchase such interest, then the Company shall be dissolved and liquidated. No member shall have the right to assign all or any portion of such member's interest in the Company without the written consent of the other members. If the members consent to the assignment of another member's interest in the Company, then such other member shall be free to assign such interest as set forth in the written consent. An assignee of a member's interest only entitles such person to the financial rights of the assignor member to the extent assigned. An assignee of an interest in the Company may become a member only if the members holding more than fifty percent (50%) of the membership interests consent in writing. A member who assigns all such interest in the Company does not cease to be a member until the assignee of such interest is substituted as a member by unanimous written consent of the other members. ARTICLE XI TAX PROVISIONS The following provisions are hereby adopted to govern certain tax matters affecting the Company in the event the Company is treated as a partnership under the Internal Revenue Code: (1) The members' capital accounts shall be established, determined and maintained for each member and assignee in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg."). (2) "Net Profits" or "Net Losses" for any fiscal year or other period shall be an amount equal to the sum of (a) the Company's taxable income or loss for such year or period as computed for -3- federal income tax purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period exempt from federal income taxation and any gain on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such year or period not deductible in computing taxable income and not properly chargeable to the capital accounts and any losses on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or other period shall be allocated to the members in accordance with their respective Company interests. (3) If there is a net decrease in Company minimum gain for a Company taxable year, each member shall be allocated items of Company income and gain for that year equal to that member's share of the net decrease in Company minimum gain. This provision is intended to constitute a "minimum gain chargeback requirement" and it shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-2(f). (4) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of the variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or other decisions relating to Code Section 704(c) allocations shall be made by the members in any manner that reasonably reflects the purpose and intention of this Articles of Organization. Code Section 704(c) allocations pursuant to this section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member's capital account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Articles of Organization. (5) Upon liquidation of the Company (or any member's interest in the Company), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the Company taxable year during which such liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member be required to restore a deficit in such member's capital account. Instead of restoring a deficit balance in such member's capital account, a member who unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) in a manner sufficient to eliminate the deficit capital account balance as quickly as possible. It is intended hereby that this constitute a "qualified income offset" as described in Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d). (6) SCI Systems (Alabama), Inc. is hereby designated the tax matters member. -4- ARTICLE XIII LIQUIDATION Upon dissolution of the Company, its affairs shall be wound up and its assets distributed in accordance with the Act, except that the distribution to each member shall be subject to the provisions of Article XI(5) above. ARTICLE XIV OPERATING AGREEMENT Members of the Company may enter into an operating agreement to regulate or establish the affairs of the Company, the conduct of its business, and the relations of its members. Such operating agreement may contain any provisions regarding the affairs of the Company, the conduct of its business and the relation of its members that are not inconsistent with laws of the State of Alabama or these Articles of Organization. To the extent these Articles of Organization contain provisions not required under the Act to form the Company, such provisions shall constitute an operating agreement. ARTICLE XV MISCELLANEOUS (1) The Company shall keep at its registered office the records required by the Act and such records shall be subject to inspection and copying at the reasonable request of a member. (2) As soon as practicable, after the end of each fiscal year, each member shall be furnished with a copy of the income statement and balance sheet of the Company as of the last day of such fiscal year. The obligation hereunder may be satisfied by furnishing each member a copy of the income tax return of the Company. (3) The fiscal year of the Company shall be the calendar year. (4) All funds of the Company shall be initially deposited in a separate account or accounts maintained at one or more financial institutions. Such funds are subject to investment and reinvestment pending disbursement for Company purposes as provided in the Act. Each member shall have signatory authority over the accounts maintained at any financial institution. (5) The tax matters member shall be responsible for filing on behalf of the Company with the Internal Revenue Service the required annual income tax return and filing with the appropriate state tax authorities the required state income tax returns. (6) Action of the Company to be adopted by the members shall require the vote or consent of the members holding more than fifty percent (50%) of the membership interests. A member upon reasonable advance notice to the other member may call a meeting of the members for the purpose of considering and voting upon any proposed action of the Company. Any notice given -5- regarding a meeting at which action is proposed, shall describe generally the matter to be considered. Such notice may be oral or in writing. (7) The laws of the State of Alabama shall govern the business of the Company and the relation of its members. (8) No member shall have the right to maintain any action for partition with respect to any of the assets of the Company. (9) Except as may be modified by an operating agreement, these Articles of Organization set forth herein constitute the entire agreement with respect to the subject matter hereof. IN WITNESS WHEREOF, the undersigned member of the Company has hereunto executed the foregoing Articles of Organization on the date and year first above written. SCI Systems (Alabama), Inc. By: /s/ Michael M. Sullivan ---------------------------------- Michael M. Sullivan Its: Secretary & Corporate Counsel -6- EX-3.1.9 8 f88326exv3w1w9.txt EXHIBIT 3.1.9 EXHIBIT 3.1.9 ARTICLES OF ORGANIZATION OF SCI PLANT NO. 4, L.L.C. I N D E X

ARTICLE PAGE - ------- ---- ARTICLE I - NAME OF THE LIMITED LIABILITY COMPANY............................. 1 ARTICLE II - INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT.............. 1 ARTICLE III - PERIOD OF DURATION.............................................. 1 ARTICLE IV - PURPOSE; POWERS.................................................. 2 ARTICLE V - INITIAL MEMBER; MEMBERSHIP INTERESTS.............................. 2 ARTICLE VI - ADDITIONAL MEMBERS............................................... 2 ARTICLE VII - MANAGEMENT...................................................... 2 ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS............................. 3 ARTICLE IX - DISTRIBUTIONS.................................................... 3 ARTICLE X - DISSOCIATION; ASSIGNMENT.......................................... 3 ARTICLE XI - TAX PROVISIONS................................................... 3 ARTICLE XIII - LIQUIDATION.................................................... 5 ARTICLE XIV - OPERATING AGREEMENT............................................. 5 ARTICLE XV - MISCELLANEOUS.................................................... 5

-i- ARTICLES OF ORGANIZATION OF SCI PLANT NO. 4, L.L.C. THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 4, LLC., are made and entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC. for the purpose of forming a limited liability company pursuant to the Alabama limited liability Company Act (the "Act"), as follows: ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY The name of the limited liability company is SCI Plant No. 4, L.L.C. (the "Company"). ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT The street address of the initial registered office of the limited liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and the name of the initial registered agent at such address is Michael M. Sullivan. Either the registered office or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The limited liability company shall have perpetual existence, except that the limited liability company shall be dissolved upon the occurrence of one of the following: (1) Vote of the holders of a majority of the membership interests to dissolve the Company. (2) When there is no remaining member, unless either of the following: (a) The holders of all of the financial rights in the limited liability company agree in writing, within ninety (90) days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members; or (b) The legal existence and business of the limited liability company is continued and one or more new members are appointed by the holders of all of the financial rights in the limited liability company. (3) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (4) Entry of a decree of judicial dissolution under Section 10-12-38 of the Act, as amended. (5) Occurrence of any other event of dissolution specified in the Operating Agreement. ARTICLE IV PURPOSE; POWERS The purpose for which this Company is formed is to (1) segregate employment related costs and track costs of production in order to more competitively bid on contracts, and (2) conduct any other lawful business. In furtherance of the purpose of the Company as set forth above, the Company shall have the power and authority to take all actions necessary, useful or appropriate to accomplish its purpose, including, but not limited to, the conduct of business and exercise of all powers authorized by the Act. ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS The name and mailing address of the initial member of the Company and the respective interest of such member in profits, losses, distributions, capital and other Company items are as follows:

NAME ADDRESS INTEREST - --------------------------- ------------------------- --------- SCI Systems (Alabama), Inc. P.O. Box 1000 Huntsville, 100% Alabama 35807

ARTICLE VI ADDITIONAL MEMBERS The member by written consent shall have the right to admit additional members. Where there are two or more members, the members holding over fifty percent (50%) of the membership interests may admit additional members. ARTICLE VII MANAGEMENT The business and affairs of the Company shall be managed by the members. Each member shall participate equally in the management and affairs of the Company. No member shall be entitled to receive a salary or other compensation from the Company in connection with the management of the Company. All deeds, notes, mortgages, security agreements, leases, options, sale contracts, and other contracts and documents which are to be executed by the Company shall be sufficient if signed on behalf of the Company by any one member. Any third party dealing with the Company shall be fully protected in relying upon the execution of any Company document by any one of the members and the signature of such member thereon shall be conclusive evidence of the authority of such member to sign on behalf of the Company with respect to any third party relying thereon. -2- ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS The members shall make capital contributions to the Company in proportion to their membership interests. Capital contributions shall be determined by consent of all the members. Individual capital accounts shall be maintained for the members. ARTICLE IX DISTRIBUTIONS Upon vote of the members, the Company shall make distributions out of its available cash funds or other assets to the members in proportion to their respective membership interests in accordance with the Act. A member may be required to accept a distribution from the Company in cash or in kind or partly in cash and partly in kind. ARTICLE X DISSOCIATION; ASSIGNMENT No member shall have the right to dissociate voluntarily from the Company without the written consent of the other members. If a member desires to withdraw from the Company, the other members shall have the right to purchase the Company interest of the member desiring to withdraw at a price and in accordance with procedures set forth in the Act. If the other members do not purchase such interest, then the Company shall be dissolved and liquidated. No member shall have the right to assign all or any portion of such member's interest in the Company without the written consent of the other members. If the members consent to the assignment of another member's interest in the Company, then such other member shall be free to assign such interest as set forth in the written consent. An assignee of a member's interest only entitles such person to the financial rights of the assignor member to the extent assigned. An assignee of an interest in the Company may become a member only if the members holding more than fifty percent (50%) of the membership interests consent in writing. A member who assigns all such interest in the Company does not cease to be a member until the assignee of such interest is substituted as a member by unanimous written consent of the other members. ARTICLE XI TAX PROVISIONS The following provisions are hereby adopted to govern certain tax matters affecting the Company in the event the Company is treated as a partnership under the Internal Revenue Code: (1) The members' capital accounts shall be established, determined and maintained for each member and assignee in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg."). (2) "Net Profits" or "Net Losses" for any fiscal year or other period shall be an amount equal to the sum of (a) the Company's taxable income or loss for such year or period as computed for federal income tax purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period exempt from federal income taxation and any gain on in-kind -3- distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such year or period not deductible in computing taxable income and not properly chargeable to the capital accounts and any losses on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or other period shall be allocated to the members in accordance with their respective Company interests. (3) If there is a net decrease in Company minimum gain for a Company taxable year, each member shall be allocated items of Company income and gain for that year equal to that member's share of the net decrease in Company minimum gain. This provision is intended to constitute a "minimum gain chargeback requirement" and it shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-2(f). (4) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of the variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or other decisions relating to Code Section 704(c) allocations shall be made by the members in any manner that reasonably reflects the purpose and intention of this Articles of Organization. Code Section 704(c) allocations pursuant to this section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member's capital account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Articles of Organization. (5) Upon liquidation of the Company (or any member's interest in the Company), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the Company taxable year during which such liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member be required to restore a deficit in such member's capital account. Instead of restoring a deficit balance in such member's capital account, a member who unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) in a manner sufficient to eliminate the deficit capital account balance as quickly as possible. It is intended hereby that this constitute a "qualified income offset" as described in Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d). (6) SCI Systems (Alabama), Inc. is hereby designated the tax matters member. -4- ARTICLE XIII LIQUIDATION Upon dissolution of the Company, its affairs shall be wound up and its assets distributed in accordance with the Act, except that the distribution to each member shall be subject to the provisions of Article XI(5) above. ARTICLE XIV OPERATING AGREEMENT Members of the Company may enter into an operating agreement to regulate or establish the affairs of the Company, the conduct of its business, and the relations of its members. Such operating agreement may contain any provisions regarding the affairs of the Company, the conduct of its business and the relation of its members that are not inconsistent with laws of the State of Alabama or these Articles of Organization. To the extent these Articles of Organization contain provisions not required under the Act to form the Company, such provisions shall constitute an operating agreement. ARTICLE XV MISCELLANEOUS (1) The Company shall keep at its registered office the records required by the Act and such records shall be subject to inspection and copying at the reasonable request of a member. (2) As soon as practicable, after the end of each fiscal year, each member shall be furnished with a copy of the income statement and balance sheet of the Company as of the last day of such fiscal year. The obligation hereunder may be satisfied by furnishing each member a copy of the income tax return of the Company. (3) The fiscal year of the Company shall be the calendar year. (4) All funds of the Company shall be initially deposited in a separate account or accounts maintained at one or more financial institutions. Such funds are subject to investment and reinvestment pending disbursement for Company purposes as provided in the Act. Each member shall have signatory authority over the accounts maintained at any financial institution. (5) The tax matters member shall be responsible for filing on behalf of the Company with the Internal Revenue Service the required annual income tax return and filing with the appropriate state tax authorities the required state income tax returns. (6) Action of the Company to be adopted by the members shall require the vote or consent of the members holding more than fifty percent (50%) of the membership interests. A member upon reasonable advance notice to the other member may call a meeting of the members for the purpose of considering and voting upon any proposed action of the Company. Any notice given regarding a meeting at which action is proposed, shall describe generally the matter to be considered. Such notice may be oral or in writing. -5- (7) The laws of the State of Alabama shall govern the business of the Company and the relation of its members. (8) No member shall have the right to maintain any action for partition with respect to any of the assets of the Company. (9) Except as may be modified by an operating agreement, these Articles of Organization set forth herein constitute the entire agreement with respect to the subject matter hereof. IN WITNESS WHEREOF, the undersigned member of the Company has hereunto executed the foregoing Articles of Organization on the date and year first above written. SCI Systems (Alabama), Inc. By: /s/ Michael M. Sullivan ----------------------------- Michael M. Sullivan Its: Secretary & Corporate Counsel -6- EX-3.1.10 9 f88326exv3w1w10.txt EXHIBIT 3.1.10 EXHIBIT 3.1.10 ARTICLES OF ORGANIZATION OF SCI PLANT NO. 5, L.L.C. I N D E X

ARTICLE PAGE - ------- ---- ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY............................... 1 ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT................ 1 ARTICLE III PERIOD OF DURATION................................................ 1 ARTICLE IV PURPOSE; POWERS.................................................... 2 ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS................................ 2 ARTICLE VI ADDITIONAL MEMBERS................................................. 2 ARTICLE VII MANAGEMENT........................................................ 2 ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS............................... 3 ARTICLE IX DISTRIBUTIONS...................................................... 3 ARTICLE X DISSOCIATION; ASSIGNMENT............................................ 3 ARTICLE XI TAX PROVISIONS..................................................... 3 ARTICLE XIII LIQUIDATION...................................................... 5 ARTICLE XIV OPERATING AGREEMENT............................................... 5 ARTICLE XV MISCELLANEOUS...................................................... 5

-i- ARTICLES OF ORGANIZATION OF SCI PLANT NO. 5, L.L.C. THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 5, L.L.C., are made and entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC. for the purpose of forming a limited liability company pursuant to the Alabama Limited Liability Company Act (the "Act"), as follows: ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY The name of the limited liability company is SCI Plant No. 5, L.L.C. (the "Company"). ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT The street address of the initial registered office of the limited liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and the name of the initial registered agent at such address is Michael M. Sullivan. Either the registered office or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The limited liability company shall have perpetual existence, except that the limited liability company shall be dissolved upon the occurrence of one of the following: (1) Vote of the holders of a majority of the membership interests to dissolve the Company. (2) When there is no remaining member, unless either of the following: (a) The holders of all of the financial rights in the limited liability company agree in writing, within ninety (90) days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members; or (b) The legal existence and business of the limited liability company is continued and one or more new members are appointed by the holders of all of the financial rights in the limited liability company. (3) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (4) Entry of a decree of judicial dissolution under Section 10-12-38 of the Act, as amended. (5) Occurrence of any other event of dissolution specified in the Operating Agreement. ARTICLE IV PURPOSE; POWERS The purpose for which this Company is formed is to (1) segregate employment related costs and track costs of production in order to more competitively bid on contracts, and (2) conduct any other lawful business. In furtherance of the purpose of the Company as set forth above, the Company shall have the power and authority to take all actions necessary, useful or appropriate to accomplish its purpose, including, but not limited to, the conduct of business and exercise of all powers authorized by the Act. ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS The name and mailing address of the initial member of the Company and the respective interest of such member in profits, losses, distributions, capital and other Company items are as follows:

NAME ADDRESS INTEREST - --------------------------- ------------------------- -------- SCI Systems (Alabama), Inc. P. O. Box 1000 100% Huntsville, Alabama 35807

ARTICLE VI ADDITIONAL MEMBERS The member by written consent shall have the right to admit additional members. Where there are two or more members, the members holding over fifty percent (50%) of the membership interests may admit additional members. ARTICLE VII MANAGEMENT The business and affairs of the Company shall be managed by the members. Each member shall participate equally in the management and affairs of the Company. No member shall be entitled to receive a salary or other compensation from the Company in connection with the management of the Company. All deeds, notes, mortgages, security agreements, leases, options, sale contracts, and other contracts and documents which are to be executed by the Company shall be sufficient if signed on behalf of the Company by any one member. Any third party dealing with the Company shall be fully protected in relying upon the execution of any Company document by any one of the members and the signature of such member thereon shall be conclusive evidence of the authority of such member to sign on behalf of the Company with respect to any third party relying thereon. -2- ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS The members shall make capital contributions to the Company in proportion to their membership interests. Capital contributions shall be determined by consent of all the members. Individual capital accounts shall be maintained for the members. ARTICLE IX DISTRIBUTIONS Upon vote of the members, the Company shall make distributions out of its available cash funds or other assets to the members in proportion to their respective membership interests in accordance with the Act. A member may be required to accept a distribution from the Company in cash or in kind or partly in cash and partly in kind. ARTICLE X DISSOCIATION; ASSIGNMENT No member shall have the right to dissociate voluntarily from the Company without the written consent of the other members. If a member desires to withdraw from the Company, the other members shall have the right to purchase the Company interest of the member desiring to withdraw at a price and in accordance with procedures set forth in the Act. If the other members do not purchase such interest, then the Company shall be dissolved and liquidated. No member shall have the right to assign all or any portion of such member's interest in the Company without the written consent of the other members. If the members consent to the assignment of another member's interest in the Company, then such other member shall be free to assign such interest as set forth in the written consent. An assignee of a member's interest only entitles such person to the financial rights of the assignor member to the extent assigned. An assignee of an interest in the Company may become a member only if the members holding more than fifty percent (50%) of the membership interests consent in writing. A member who assigns all such interest in the Company does not cease to be a member until the assignee of such interest is substituted as a member by unanimous written consent of the other members. ARTICLE XI TAX PROVISIONS The following provisions are hereby adopted to govern certain tax matters affecting the Company in the event the Company is treated as a partnership under the Internal Revenue Code: (1) The members' capital accounts shall be established, determined and maintained for each member and assignee in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg."). (2) "Net Profits" or "Net Losses" for any fiscal year or other period shall be an amount equal to the sum of (a) the Company's taxable income or loss for such year or period as computed for -3- federal income tax purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period exempt from federal income taxation and any gain on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such year or period not deductible in computing taxable income and not properly chargeable to the capital accounts and any losses on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or other period shall be allocated to the members in accordance with their respective Company interests. (3) If there is a net decrease in Company minimum gain for a Company taxable year, each member shall be allocated items of Company income and gain for that year equal to that member's share of the net decrease in Company minimum gain. This provision is intended to constitute a "minimum gain chargeback requirement" and it shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-2(f). (4) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of the variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or other decisions relating to Code Section 704(c) allocations shall be made by the members in any manner that reasonably reflects the purpose and intention of this Articles of Organization. Code Section 704(c) allocations pursuant to this section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member's capital account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Articles of Organization. (5) Upon liquidation of the Company (or any member's interest in the Company), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the Company taxable year during which such liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member be required to restore a deficit in such member's capital account. Instead of restoring a deficit balance in such member's capital account, a member who unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) in a manner sufficient to eliminate the deficit capital account balance as quickly as possible. It is intended hereby that this constitute a "qualified income offset" as described in Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d). (6) SCI Systems (Alabama), Inc. is hereby designated the tax matters member. -4- ARTICLE XIII LIQUIDATION Upon dissolution of the Company, its affairs shall be wound up and its assets distributed in accordance with the Act, except that the distribution to each member shall be subject to the provisions of Article XI(5) above. ARTICLE XIV OPERATING AGREEMENT Members of the Company may enter into an operating agreement to regulate or establish the affairs of the Company, the conduct of its business, and the relations of its members. Such operating agreement may contain any provisions regarding the affairs of the Company, the conduct of its business and the relation of its members that are not inconsistent with laws of the State of Alabama or these Articles of Organization. To the extent these Articles of Organization contain provisions not required under the Act to form the Company, such provisions shall constitute in operating agreement. ARTICLE XV MISCELLANEOUS (1) The Company shall keep at its registered office the records required by the Act and such records shall be subject to inspection and copying at the reasonable request of a member. (2) As soon as practicable, after the end of each fiscal year, each member shall be furnished with a copy of the income statement and balance sheet of the Company as of the last day of such fiscal year. The obligation hereunder may be satisfied by furnishing each member a copy of the income tax return of the Company. (3) The fiscal year of the Company shall be the calendar year. (4) All funds of the Company shall be initially deposited in a separate account or accounts maintained at one or more financial institutions. Such funds are subject to investment and reinvestment pending disbursement for Company purposes as provided in the Act. Each member shall have signatory authority over the accounts maintained at any financial institution. (5) The tax matters member shall be responsible for filing on behalf of the Company with the Internal Revenue Service the required annual income tax return and filing with the appropriate state tax authorities the required state income tax returns. (6) Action of the Company to be adopted by the members shall require the vote or consent of the members holding more than fifty percent (50%) of the membership interests. A member upon reasonable advance notice to the other member may call a meeting of the members for the purpose of considering and voting upon any proposed action of the Company. Any notice given -5- regarding a meeting at which action is proposed, shall describe generally the matter to be considered. Such notice may be oral or in writing. (7) The laws of the State of Alabama shall govern the business of the Company and the relation of its members. (8) No member shall have the right to maintain any action for partition with respect to any of the assets of the Company. (9) Except as may be modified by an operating agreement, these Articles of Organization set forth herein constitute the entire agreement with respect to the subject matter hereof. IN WITNESS WHEREOF, the undersigned member of the Company has hereunto executed the foregoing Articles of Organization on the date and year first above written. SCI Systems (Alabama), Inc. By: /s/ Michael M. Sullivan ----------------------------- Michael M. Sullivan Its: Secretary & Corporate Counsel -6- EX-3.1.11 10 f88326exv3w1w11.txt EXHIBIT 3.1.11 EXHIBIT 3.1.11 ARTICLES OF ORGANIZATION OF SCI PLANT NO. 27, L.L.C. I N D E X

ARTICLE PAGE - ------- ---- ARTICLE I - NAME OF THE LIMITED LIABILITY COMPANY............................. 1 ARTICLE II - INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT.............. 1 ARTICLE III - PERIOD OF DURATION.............................................. 1 ARTICLE IV - PURPOSE; POWERS.................................................. 2 ARTICLE V - INITIAL MEMBER; MEMBERSHIP INTERESTS.............................. 2 ARTICLE VI - ADDITIONAL MEMBERS............................................... 2 ARTICLE VII - MANAGEMENT...................................................... 2 ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS............................. 3 ARTICLE IX - DISTRIBUTIONS.................................................... 3 ARTICLE X - DISSOCIATION; ASSIGNMENT.......................................... 3 ARTICLE XI - TAX PROVISIONS................................................... 3 ARTICLE XIII - LIQUIDATION.................................................... 5 ARTICLE XIV - OPERATING AGREEMENT............................................. 5 ARTICLE XV - MISCELLANEOUS.................................................... 5

-i- ARTICLES OF ORGANIZATION OF SCI PLANT NO. 27, L.L.C. THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 27, LLC., are made and entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC. for the purpose of forming a limited liability company pursuant to the Alabama limited liability Company Act (the "Act"), as follows: ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY The name of the limited liability company is SCI Plant No. 27, L.L.C. (the "Company"). ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT The street address of the initial registered office of the limited liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and the name of the initial registered agent at such address is Michael M. Sullivan. Either the registered office or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The limited liability company shall have perpetual existence, except that the limited liability company shall be dissolved upon the occurrence of one of the following: (1) Vote of the holders of a majority of the membership interests to dissolve the Company. (2) When there is no remaining member, unless either of the following: (a) The holders of all of the financial rights in the limited liability company agree in writing, within ninety (90) days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members; or (b) The legal existence and business of the limited liability company is continued and one or more new members are appointed by the holders of all of the financial rights in the limited liability company. (3) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (4) Entry of a decree of judicial dissolution under Section 10-12-38 of the Act, as amended. (5) Occurrence of any other event of dissolution specified in the Operating Agreement. ARTICLE IV PURPOSE; POWERS The purpose for which this Company is formed is to (1) segregate employment related costs and track costs of production in order to more competitively bid on contracts, and (2) conduct any other lawful business. In furtherance of the purpose of the Company as set forth above, the Company shall have the power and authority to take all actions necessary, useful or appropriate to accomplish its purpose, including, but not limited to, the conduct of business and exercise of all powers authorized by the Act. ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS The name and mailing address of the initial member of the Company and the respective interest of such member in profits, losses, distributions, capital and other Company items are as follows:

NAME ADDRESS INTEREST - --------------------------- ------------------------- -------- SCI Systems (Alabama), Inc. P.O. Box 1000 Huntsville, 100% Alabama 35807

ARTICLE VI ADDITIONAL MEMBERS The member by written consent shall have the right to admit additional members. Where there are two or more members, the members holding over fifty percent (50%) of the membership interests may admit additional members. ARTICLE VII MANAGEMENT The business and affairs of the Company shall be managed by the members. Each member shall participate equally in the management and affairs of the Company. No member shall be entitled to receive a salary or other compensation from the Company in connection with the management of the Company. All deeds, notes, mortgages, security agreements, leases, options, sale contracts, and other contracts and documents which are to be executed by the Company shall be sufficient if signed on behalf of the Company by any one member. Any third party dealing with the Company shall be fully protected in relying upon the execution of any Company document by any one of the members and the signature of such member thereon shall be conclusive evidence of the authority of such member to sign on behalf of the Company with respect to any third party relying thereon. -2- ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS The members shall make capital contributions to the Company in proportion to their membership interests. Capital contributions shall be determined by consent of all the members. Individual capital accounts shall be maintained for the members. ARTICLE IX DISTRIBUTIONS Upon vote of the members, the Company shall make distributions out of its available cash funds or other assets to the members in proportion to their respective membership interests in accordance with the Act. A member may be required to accept a distribution from the Company in cash or in kind or partly in cash and partly in kind. ARTICLE X DISSOCIATION; ASSIGNMENT No member shall have the right to dissociate voluntarily from the Company without the written consent of the other members. If a member desires to withdraw from the Company, the other members shall have the right to purchase the Company interest of the member desiring to withdraw at a price and in accordance with procedures set forth in the Act. If the other members do not purchase such interest, then the Company shall be dissolved and liquidated. No member shall have the right to assign all or any portion of such member's interest in the Company without the written consent of the other members. If the members consent to the assignment of another members interest in the Company, then such other member shall be free to assign such interest as set forth in the written consent. An assignee of a member's interest only entitles such person to the financial rights of the assignor member to the extent assigned. An assignee of an interest in the Company may become a member only if the members holding more than fifty percent (50%) of the membership interests consent in writing. A member who assigns all such interest in the Company does not cease to be a member until the assignee of such interest is substituted as a member by unanimous written consent of the other members. ARTICLE XI TAX PROVISIONS The following provisions are hereby adopted to govern certain tax matters affecting the Company in the event the Company is treated as a partnership under the Internal Revenue Code: (1) The members' capital accounts shall be established, determined and maintained for each member and assignee in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg."). (2) "Net Profits" or "Net Losses" for any fiscal year or other period shall be an amount equal to the sum of (a) the Company's taxable income or loss for such year or period as computed for federal income tax purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period exempt from federal income taxation and any gain on in-kind -3- distributions to be taken into account under Treas. Reg. Section 1.704-1 (b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such year or period not deductible in computing taxable income and not properly chargeable to the capital accounts and any losses on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or other period shall be allocated to the members in accordance with their respective Company interests. (3) If there is a net decrease in Company minimum gain for a Company taxable year, each member shall be allocated items of Company income and gain for that year equal to that member's share of the net decrease in Company minimum gain. This provision is intended to constitute a "minimum gain chargeback requirement" and it shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-2(f). (4) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of the variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or other decisions relating to Code Section 704(c) allocations shall be made by the members in any manner that reasonably reflects the purpose and intention of this Articles of Organization. Code Section 704(c) allocations pursuant to this section am solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member's capital account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Articles of Organization. (5) Upon liquidation of the Company (or any member's interest in the Company), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the Company taxable year during which such liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member be required to restore a deficit in such member's capital account. Instead of restoring a deficit balance in such member's capital account, a member who unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) in a manner sufficient to eliminate the deficit capital account balance as quickly as possible. It is intended hereby that this constitute a "qualified income offset" as described in Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d). (6) SCI Systems (Alabama), Inc. is hereby designated the tax matters member. -4- ARTICLE XIII LIQUIDATION Upon dissolution of the Company, its affairs shall be wound up and its assets distributed in accordance with the Act, except that the distribution to each member shall be subject to the provisions of Article XI(5) above. ARTICLE XIV OPERATING AGREEMENT Members of the Company may enter into an operating agreement to regulate or establish the affairs of the Company, the conduct of its business, and the relations of its members. Such operating agreement may contain any provisions regarding the affairs of the Company, the conduct of its business and the relation of its members that are not inconsistent with laws of the State of Alabama or these Articles of Organization. To the extent these Articles of Organization contain provisions not required under the Act to form the Company, such provisions shall constitute an operating agreement. ARTICLE XV MISCELLANEOUS (1) The Company shall keep at its registered office the records required by the Act and such records shall be subject to inspection and copying at the reasonable request of a member. (2) As soon as practicable, after the end of each fiscal year, each member shall be furnished with a copy of the income statement and balance sheet of the Company as of the last day of such fiscal year. The obligation hereunder may be satisfied by furnishing each member a copy of the income tax return of the Company. (3) The fiscal year of the Company shall be the calendar year. (4) All funds of the Company shall be initially deposited in a separate account or accounts maintained at one or more financial institutions. Such funds are subject to investment and reinvestment pending disbursement for Company purposes as provided in the Act. Each member shall have signatory authority over the accounts maintained at any financial institution. (5) The tax matters member shall be responsible for filing on behalf of the Company with the Internal Revenue Service the required annual income tax return and filing with the appropriate state tax authorities the required state income tax returns. (6) Action of the Company to be adopted by the members shall require the vote or consent of the members holding more than fifty percent (50%) of the membership interests. A member upon reasonable advance notice to the other member may call a meeting of the members for the purpose of considering and voting upon any proposed action of the Company. Any notice given regarding a meeting at which action is proposed, shall describe generally the matter to be considered. Such notice may be oral or in writing. -5- (7) The laws of the State of Alabama shall govern the business of the Company and the relation of its members. (8) No member shall have the right to maintain any action for partition with respect to any of the assets of the Company. (9) Except as may be modified by an operating agreement, these Articles of Organization set forth herein constitute the entire agreement with respect to the subject matter hereof. IN WITNESS WHEREOF, the undersigned member of the Company has hereunto executed the foregoing Articles of Organization on the date and year first above written. SCI Systems (Alabama), Inc. By: /s/ Michael M. Sullivan ----------------------------- Michael M. Sullivan Its: Secretary & Corporate Counsel -6- EX-3.1.12 11 f88326exv3w1w12.txt EXHIBIT 3.1.12 EXHIBIT 3.1.12 ARTICLES OF ORGANIZATION OF SCI PLANT NO. 30, L.L.C. I N D E X

ARTICLE PAGE - ------- ---- ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY............................... 1 ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT................ 1 ARTICLE III PERIOD OF DURATION................................................ 1 ARTICLE IV PURPOSE; POWERS.................................................... 2 ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS................................ 2 ARTICLE VI ADDITIONAL MEMBERS................................................. 2 ARTICLE VII MANAGEMENT........................................................ 2 ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS............................... 3 ARTICLE IX DISTRIBUTIONS...................................................... 3 ARTICLE X DISSOCIATION; ASSIGNMENT............................................ 3 ARTICLE XI TAX PROVISIONS..................................................... 3 ARTICLE XIII LIQUIDATION...................................................... 5 ARTICLE XIV OPERATING AGREEMENT............................................... 5 ARTICLE XV MISCELLANEOUS...................................................... 5

-i- ARTICLES OF ORGANIZATION OF SCI PLANT NO. 30, L.L.C. THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 30, LLC., are made and entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC. for the purpose of forming a limited liability company pursuant to the Alabama limited liability Company Act (the "Act"), as follows: ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY The name of the limited liability company is SCI Plant No. 30, L.L.C. (the "Company"). ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT The street address of the initial registered office of the limited liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and the name of the initial registered agent at such address is Michael M. Sullivan. Either the registered office or the registered agent may be changed in the manner provided by law. ARTICLE III PERIOD OF DURATION The limited liability company shall have perpetual existence, except that the limited liability company shall be dissolved upon the occurrence of one of the following: (1) Vote of the holders of a majority of the membership interests to dissolve the Company. (2) When there is no remaining member, unless either of the following: (a) The holders of all of the financial rights in the limited liability company agree in writing, within ninety (90) days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members; or (b) The legal existence and business of the limited liability company is continued and one or more new members are appointed by the holders of all of the financial rights in the limited liability company. (3) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (4) Entry of a decree of judicial dissolution under Section 10-12-38 of the Act, as amended. (5) Occurrence of any other event of dissolution specified in the Operating Agreement. ARTICLE IV PURPOSE; POWERS The purpose for which this Company is formed is to (1) segregate employment related costs and track costs of production in order to more competitively bid on contracts, and (2) conduct any other lawful business. In furtherance of the purpose of the Company as set forth above, the Company shall have the power and authority to take all actions necessary, useful or appropriate to accomplish its purpose, including, but not limited to, the conduct of business and exercise of all powers authorized by the Act. ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS The name and mailing address of the initial member of the Company and the respective interest of such member in profits, losses, distributions, capital and other Company items are as follows:

NAME ADDRESS INTEREST - --------------------------- ------------------------- -------- SCI Systems (Alabama), Inc. P.O. Box 1000 Huntsville, 100% Alabama 35807

ARTICLE VI ADDITIONAL MEMBERS The member by written consent shall have the right to admit additional members. Where there are two or more members, the members holding over fifty percent (50%) of the membership interests may admit additional members. ARTICLE VII MANAGEMENT The business and affairs of the Company shall be managed by the members. Each member shall participate equally in the management and affairs of the Company. No member shall be entitled to receive a salary or other compensation from the Company in connection with the management of the Company. All deeds, notes, mortgages, security agreements, leases, options, sale contracts, and other contracts and documents which are to be executed by the Company shall be sufficient if signed on behalf of the Company by any one member. Any third party dealing with the Company shall be fully protected in relying upon the execution of any Company document by any one of the members and the signature of such member thereon shall be conclusive evidence of the authority of such member to sign on behalf of the Company with respect to any third party relying thereon. -2- ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS The members shall make capital contributions to the Company in proportion to their membership interests. Capital contributions shall be determined by consent of all the members. Individual capital accounts shall be maintained for the members. ARTICLE IX DISTRIBUTIONS Upon vote of the members, the Company shall make distributions out of its available cash funds or other assets to the members in proportion to their respective membership interests in accordance with the Act. A member may be required to accept a distribution from the Company in cash or in kind or partly in cash and partly in kind. ARTICLE X DISSOCIATION; ASSIGNMENT No member shall have the right to dissociate voluntarily from the Company without the written consent of the other members. If a member desires to withdraw from the Company, the other members shall have the right to purchase the Company interest of the member desiring to withdraw at a price and in accordance with procedures set forth in the Act. If the other members do not purchase such interest, then the Company shall be dissolved and liquidated. No member shall have the right to assign all or any portion of such member's interest in the Company without the written consent of the other members. If the members consent to the assignment of another member's interest in the Company, then such other member shall be free to assign such interest as set forth in the written consent. An assignee of a member's interest only entitles such person to the financial rights of the assignor member to the extent assigned. An assignee of an interest in the Company may become a member only if the members holding more than fifty percent (50%) of the membership interests consent in writing. A member who assigns all such interest in the Company does not cease to be a member until the assignee of such interest is substituted as a member by unanimous written consent of the other members. ARTICLE XI TAX PROVISIONS The following provisions are hereby adopted to govern certain tax matters affecting the Company in the event the Company is treated as a partnership under the Internal Revenue Code: (1) The members' capital accounts shall be established, determined and maintained for each member and assignee in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg."). (2) "Net Profits" or "Net Losses" for any fiscal year or other period shall be an amount equal to the sum of (a) the Company's taxable income or loss for such year or period as computed for federal income tax purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period exempt from federal income taxation and any gain on in-kind -3- distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such year or period not deductible in computing taxable income and not properly chargeable to the capital accounts and any losses on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or other period shall be allocated to the members in accordance with their respective Company interests. (3) If there is a net decrease in Company minimum gain for a Company taxable year, each member shall be allocated items of Company income and gain for that year equal to that member's share of the net decrease in Company minimum gain. This provision is intended to constitute a "minimum gain chargeback requirement" and it shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-2(f). (4) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of the variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or other decisions relating to Code Section 704(c) allocations shall be made by the members in any manner that reasonably reflects the purpose and intention of this Articles of Organization. Code Section 704(c) allocations pursuant to this section am solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member's capital account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Articles of Organization. (5) Upon liquidation of the Company (or any member's interest in the Company), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the Company taxable year during which such liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member be required to restore a deficit in such member's capital account. Instead of restoring a deficit balance in such member's capital account, a member who unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) in a manner sufficient to eliminate the deficit capital account balance as quickly as possible. It is intended hereby that this constitute a "qualified income offset" as described in Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d). (6) SCI Systems (Alabama), Inc. is hereby designated the tax matters member. -4- ARTICLE XIII LIQUIDATION Upon dissolution of the Company, its affairs shall be wound up and its assets distributed in accordance with the Act, except that the distribution to each member shall be subject to the provisions of Article XI(5) above. ARTICLE XIV OPERATING AGREEMENT Members of the Company may enter into an operating agreement to regulate or establish the affairs of the Company, the conduct of its business, and the relations of its members. Such operating agreement may contain any provisions regarding the affairs of the Company, the conduct of its business and the relation of its members that are not inconsistent with laws of the State of Alabama or these Articles of Organization. To the extent these Articles of Organization contain provisions not required under the Act to form the Company, such provisions shall constitute an operating agreement. ARTICLE XV MISCELLANEOUS (1) The Company shall keep at its registered office the records required by the Act and such records shall be subject to inspection and copying at the reasonable request of a member. (2) As soon as practicable, after the end of each fiscal year, each member shall be furnished with a copy of the income statement and balance sheet of the Company as of the last day of such fiscal year. The obligation hereunder may be satisfied by furnishing each member a copy of the income tax return of the Company. (3) The fiscal year of the Company shall be the calendar year. (4) All funds of the Company shall be initially deposited in a separate account or accounts maintained at one or more financial institutions. Such funds are subject to investment and reinvestment pending disbursement for Company purposes as provided in the Act. Each member shall have signatory authority over the accounts maintained at any financial institution. (5) The tax matters member shall be responsible for filing on behalf of the Company with the Internal Revenue Service the required annual income tax return and filing with the appropriate state tax authorities the required state income tax returns. (6) Action of the Company to be adopted by the members shall require the vote or consent of the members holding more than fifty percent (50%) of the membership interests. A member upon reasonable advance notice to the other member may call a meeting of the members for the purpose of considering and voting upon any proposed action of the Company. Any notice given regarding a meeting at which action is proposed, shall describe generally the matter to be considered. Such notice may be oral or in writing. -5- (7) The laws of the State of Alabama shall govern the business of the Company and the relation of its members. (8) No member shall have the right to maintain any action for partition with respect to any of the assets of the Company. (9) Except as may be modified by an operating agreement, these Articles of Organization set forth herein constitute the entire agreement with respect to the subject matter hereof. IN WITNESS WHEREOF, the undersigned member of the Company has hereunto executed the foregoing Articles of Organization on the date and year first above written. SCI Systems (Alabama), Inc. By: /s/ Michael M. Sullivan ----------------------------- Michael M. Sullivan Its: Secretary & Corporate Counsel -6- EX-3.1.13 12 f88326exv3w1w13.txt EXHIBIT 3.1.13 EXHIBIT 3.1.13 CERTIFICATE OF FORMATION OF SANMINA-SCI, LLC This Certificate of Formation of Sanmina-SCI, LLC, dated as of December 17, 2001, is being duly executed and filed by Steven Jackman, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act. FIRST. The name of the limited liability company formed hereby is Sanmina-SCI, LLC (the "LLC"). SECOND. The name of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle. THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as the date first above written. /s/ Steven Jackman ----------------------------------- Steven Jackman Authorized Person EX-3.1.14 13 f88326exv3w1w14.txt EXHIBIT 3.1.14 EXHIBIT 3.1.14 ARTICLES OF INCORPORATION OF COMPATIBLE MEMORY, INC. I. NAME The name of the corporation is COMPATIBLE MEMORY, INC. II. PURPOSES The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III. INITIAL AGENT FOR SERVICE OF PROCESS The name and address of the initial agent of the corporation for service of process is: Glenn A. McCusker 30200 Avenida de las Banderas Rancho Santa Margarita, California 92888 IV. CLASSES AND NUMBER OF SHARES The corporation is authorized to issue only one class of shares of stock, which shall be designated "common stock", and the total number of shares which the corporation is authorized to issue is 7,500. V. CLOSE CORPORATION The corporation's issued shares of stock of all classes shall not be held of record by more then 35 persons. This corporation is a close corporation. IN WITNESS WHEREOF, the undersigned, being the Incorporator of COMPATIBLE MEMORY, INC., has executed these Articles of Incorporation on July 11, 1997. /s/ Daniel J. Padova ----------------------------------- DANIEL J. PADOVA Incorporator The undersigned declares that he is the Incorporator who has executed these Articles of Incorporation and further declares that the instrument is the act and deed of the undersigned. /s/ Daniel J. Padova ----------------------------------- DANIEL J. PADOVA Incorporator -2- EX-3.1.15 14 f88326exv3w1w15.txt EXHIBIT 3.1.15 EXHIBIT 3.1.15 ARTICLES OF INCORPORATION OF SCI SYSTEMS (ALABAMA), INC. The undersigned, in order to form a corporation under and pursuant to the laws of the State of Alabama, hereby adopt the following articles of incorporation: 1. The name of the corporation is: SCI Systems (Alabama), Inc. 2. The corporation is organized pursuant to the provisions of the Alabama Business Corporation Act. 3. The corporation shall have perpetual duration. 4. The purpose for which the corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Alabama Business Corporation Act. 5. The corporation shall have authority to issue 50,000,000 shares of $0.10 par value common stock. 6. The corporation shall be entitled to purchase its own shares out of its unreserved and unrestricted earned and capital surplus available therefor. 7. The corporation shall be entitled to distribute a portion of its assets to its shareholders out of unreserved and unrestricted capital surplus available therefor. 8. The initial registered office of the corporation shall be at 3109 West Clinton Street, Huntsville, Alabama 35805. The initial registered agent of the corporation at such address shall be D. Lynn Cox. 9. The initial board of directors shall consist of one member who shall be and whose address is as follows: Olin B. King 5000 Technology Drive Huntsville, Alabama 35804 10. The name and address of the incorporator is: D. Lynn Cox 3109 West Clinton Street Huntsville, Alabama 35805 11. The pre-emptive right of any shareholder to acquire authorized and unissued shares of the corporation is denied. -2- The under signed, acting as incorporator of the corporation named herein in accordance with the Alabama Business Corporation Act, executes these Articles of Incorporation, this 29th day of December, 1987. /s/ D. Lynn Cox ----------------------------------- D. Lynn Cox Incorporator THIS INSTRUMENT PREPARED BY /s/ D. Lynn Cox - ------------------------------------- HUNTSVILLE, ALABAMA -3- EX-3.1.16 15 f88326exv3w1w16.txt EXHIBIT 3.1.16 EXHIBIT 3.1.16 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF SCI SYSTEMS (ALABAMA), INC. 1. The name of the Corporation is SCI Systems (Alabama), Inc. 2. The Corporation hereby amends Article 1 of its Articles of Incorporation by deleting Article 1 in its entirety and inserting in lieu thereof a new Article 1 as follows: "1. The name of the Corporation is "Sanmina-SCI Systems (Alabama) Inc." 3. These Articles of Amendment were approved by the Sole Shareholder and the Board of Directors of the Corporation by joint unanimous written consent action dated August 1, 2002, in accordance with the provisions of Section 10-2B-10.03 of the Alabama Business Corporation Act. The number of shares outstanding and entitled to vote at the time the Articles of Amendment were approved was 50,000. All outstanding shares were voted to approve the Articles of Amendment. IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by its duly authorized officer this 1st day of August, 2002. SCI SYSTEMS (ALABAMA), INC. By: /s/ Michael M. Sullivan ---------------------------- Name: Michael M. Sullivan Title: Secretary THIS INSTRUMENT PREPARED BY Powell, Goldstein, Frazier & Murphy Jeannie Osborne Atlanta, GA EX-3.1.17 16 f88326exv3w1w17.txt EXHIBIT 3.1.17 EXHIBIT 3.1.17 [LOGO] FOR USE BY DOMESTIC CORPORATION ONLY STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF SCI SYSTEMS (ALABAMA), INC. TO SECRETARY OF STATE OF ALABAMA: Pursuant to the provisions of Section 10-2A-30, Code of Alabama 1975, the undersigned corporation, organized under the laws of the State of Alabama submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the State of Alabama. 1. The name of the corporation is SCI Systems (Alabama), Inc. 2. The Address of its present registered office is 2109 W. Clinton Ave Huntsville Alabama 35805 ----------------------------------------------------------------------- Street Address, not P.O. Box City State Zip Code 3. The address to which its registered office is to be changed _______________________________________________________________________ Street Address, not P.O. Box City State Zip Code 4. The name of its present registered agent D. Lynn Cox 5. The name of its successor registered agent is Michael M. Sullivan 6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical. Such change was authorized by resolution duly adopted by its board of directors. DATED January 18, 1990 SCI Systems (Alabama), Inc. (Note 1) By: /s/ A. Eugene Sapp, Jr. (Note 2) ------------------------------ its __________ President STATE OF Alabama A. Eugene Sapp, Jr. COUNTY OF Madison Before me, the undersigned authority in and for said county and state, personally appeared Michael M. Sullivan, who being by me first duly sworn, doth depose and say that he/she is the Secretary of SCI Systems (Alabama), Inc. (Name of Corporation) and that the foregoing statements contained in this report are true, full and correct. /s/ Michael M. Sullivan -------------------------------------------- (Signature of Officer) Michael M. Sullivan Subscribed and sworn to before mean this 18th day of January, 19 90 in witness whereof I hereunto subscribe my name and affix the seal of my office. /s/ Carol M. Broussard -------------------------------------------- (Notary Public) My Commission expires November 3, 1993 Note l. Exact corporate name of corporation making the statement. Note 2. Signature and title of officer signing for the corporation. Mail one copy of this completed application and fee of $5.00 to: Secretary of State Corporation Division 524 State Office Building Montgomery, AL 35130 (205) 261-5324 -2- EX-3.1.18 17 f88326exv3w1w18.txt EXHIBIT 3.1.18 EXHIBIT 3.1.18 ARTICLES OF ORGANIZATION OF SCI PLANT NO. 12, L.L.C. The undersigned, being a natural person of eighteen years of age or more, hereby establishes a limited liability company under the name of SCI Plant No. 12, L.L.C., adopting and filing in duplicate these articles of organization in accordance with the provisions of the Colorado Limited Liability Company Act (the "Act"): 1. The name of the limited liability company is SCI Plant No. 12, L.L.C. (the "Company"). 2. The name and business address of the Company's registered agent for service of process is: The Corporation Company 1675 Broadway Denver, Colorado 80202 3. Management of the Company is vested in the members. The members may appoint a person to handle day to day administrative and other duties in connection with the Company's business. The name and business address of the initial member is: SCI Technology, Inc. P.O. Box 1000 Huntsville, Alabama 35807 4. The name and address of the organizer is: Hendrik F. Jordaan Holme Roberts & Owen, LLP 90 South Cascade, Suite 1300 Colorado Springs, Colorado 80903 5. Except to the extent Section 7-80-108 of the Act expressly provides otherwise, the operating agreement of the Company shall govern the rights, duties, limitations, qualifications and relations among the members, the members' assignees and transferees, and the Company. Executed this 31st day of March, 2000. /s/ Hendrik F. Jordaan -------------------------------------------- Hendrik F. Jordaan, Organizer EX-3.1.19 18 f88326exv3w1w19.txt EXHIBIT 3.1.19 EXHIBIT 3.1.19 ARTICLES OF ORGANIZATION OF SCI PLANT NO. 22, L.L.C. The undersigned, being a natural person of eighteen years of age or more, hereby establishes a limited liability company under the name of SCI Plant No. 22, L.L.C., adopting and filing in duplicate these articles of organization in accordance with the provisions of the Colorado Limited Liability Company Act (the "Act"): 1. The name of the limited liability company is SCI Plant No. 22, L.L.C. (the "Company"). 2. The name and business address of the Company's registered agent for service of process is: The Corporation Company 1675 Broadway Denver, Colorado 80202 3. Management of the Company is vested in the members. The members may appoint a person to handle day to day administrative and other duties in connection with the Company's business. The name and business address of the initial member is: SCI Technology, Inc. P.O. Box 1000 Huntsville, Alabama 35807 4. The name and address of the organizer is: Hendrik F. Jordaan Holme Roberst & Owen, LLP 90 South Cascade, Suite 1300 Colorado Springs, Colorado 80903 5. Except to the extent Section 7-80-108 of the Act expressly provides otherwise, the operating agreement of the Company shall govern the rights, duties, limitations, qualifications and relations among the members, the members' assignees and transferees, and the Company. Executed this 31st day of March, 2000. /s/ Hendrik F. Jordaan -------------------------------------------- Hendrik F. Jordaan, Organizer EX-3.1.20 19 f88326exv3w1w20.txt EXHIBIT 3.1.20 EXHIBIT 3.1.20 CERTIFICATE OF FORMATION OF SCI/TAG, LLC The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, hereby certifies that: 1. Name: The name of the limited liability company is SCI/TAG, LLC (the "Company"). 2. Registered Office and Registered Agent: The address of the registered office and the name and address of the registered agent of the Company are 1209 Orange Street, Wilmington, Delaware 19801 and The Corporation Trust Company, respectively. Executed on November 23, 1999. /s/ James J. McAlpin, Jr. -------------------------------------------- James J. McAlpin, Jr., Authorized Person EX-3.1.21 20 f88326exv3w1w21.txt EXHIBIT 3.1.21 EXHIBIT 3.1.21 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF FORMATION OF SCI/TAG, LLC THIS AMENDMENT to the Certificate of Formation of SCI/TAG, LLC (the "Company") is being executed and filed by the undersigned to amend the Certificate of Formation of the Company under Section 18-202 of the Delaware Limited Liability Company Act. 1. The name of the Company is SCI/TAG, LLC. 2. Article I of the Certificate of Formation is hereby amended to read: "I. Name. The name of the limited liability company is SCI ENCLOSURES, LLC." 3. This Certificate of Formation shall be effective upon the date and time filed with the Secretary of State. IN WITNESS WHEREOF, the undersigned Manager has caused this Certificate of Amendment to be executed as of this 16th day of May, 2001. SCI/TAG, LLC By: /s/ George J. King ------------------------------------- Name: George J. King Title: Manager EX-3.1.22 21 f88326exv3w1w22.txt EXHIBIT 3.1.22 EXHIBIT 3.1.22 CERTIFICATE OF MERGER OF RA-TEK PRECISION SHEET METAL, INC. (A CALIFORNIA CORPORATION) WITH AND INTO SCI ENCLOSURES, LLC (A DELAWARE LIMITED LIABILITY COMPANY) SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby certifies that: 1. The name and jurisdiction of formation or organization of each of the constituent entities are: (i) Ra-Tek Precision Sheet Metal, Inc., which is incorporated under the laws of the State of California; and (ii) SCI Enclosures, LLC, a limited liability company, which is organized under the laws of the State of Delaware. 2. An Agreement and Plan of Merger (the "Plan of Merger") has been approved, and executed by each of the aforesaid constituent business entities in accordance with the provisions of Section 18-209(b) of the Act and the applicable provisions of the California General Corporation Law. 3. The name of the surviving limited liability company is SCI ENCLOSURES, LLC. 4. The Merger shall be effective at 11:59 p.m. on June 30, 2001. 5. The executed Plan of Merger is on file at a place of business of the surviving limited liability company which is located at SCI Enclosures, LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures, LLC, on request and without cost to any member of the limited liability company or any stockholder of Ra-Tek Precision Sheet Metal, Inc., [Remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of this 26 day of June, 2001. SCI ENCLOSURES, LLC By: /s/ George J. King ---------------------------------------- Name: George J. King Title: Manager EX-3.1.23 22 f88326exv3w1w23.txt EXHIBIT 3.1.23 EXHIBIT 3.1.23 CERTIFICATE OF MERGER OF CONTINENTAL METAL SPECIALTY, INC. (A KENTUCKY CORPORATION) WITH AND INTO SCI ENCLOSURES, LLC (A DELAWARE LIMITED LIABILITY COMPANY) SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby certifies that: 1. The name and jurisdiction of formation or organization of each of the constituent entities are: (i) Continental Metal Specialty, Inc., which is incorporated under the laws of the Commonwealth of Kentucky; and (ii) SCI Enclosures, LLC, a limited liability company, which is organized under the laws of the State of Delaware. 2. An Agreement and Plan of Merger (the "Plan of Merger") has been approved, and executed by each of the aforesaid constituent business entities in accordance with the provisions of Section 18-209(b) of the Act and the applicable provisions of the Kentucky Business Corporation Act. 3. The name of the surviving limited liability company is SCI ENCLOSURES, LLC. 4. The Merger shall be effective at 11:59 p.m. on June 30, 2001. 5. The executed Plan of Merger is on file at a place of business of the surviving limited liability company which is located at SCI Enclosures, LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures, LLC, on request and without cost to any member of the limited liability company or any stockholder of Continental Metal Specialty, Inc., [Remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of this 26 day of June, 2001. SCI ENCLOSURES, LLC By: /s/ George J. King ---------------------------------------- Name: George J. King Title: Manager EX-3.1.24 23 f88326exv3w1w24.txt EXHIBIT 3.1.24 EXHIBIT 3.1.24 CERTIFICATE OF MERGER OF CMS HOLDING COMPANY (A DELAWARE CORPORATION) WITH AND INTO SCI ENCLOSURES, LLC (A DELAWARE LIMITED LIABILITY COMPANY) SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby certifies that: 1. The name and jurisdiction of formation or organization of each of the constituent entities are: (i) CMS Holding Company, which is incorporated under the laws of the State of Delaware; and (ii) SCI Enclosures, LLC, a limited liability company, which is organized under the laws of the State of Delaware. 2. An Agreement and Plan of Merger (the "Plan of Merger") has been approved, and executed by each of the aforesaid constituent business entities in accordance with the provisions of Section 18-209(b) of the Act and in accordance with Section 264 of the Delaware General Corporation Law. 3. The name of the surviving limited liability company is SCI ENCLOSURES, LLC. 4. The Merger shall be effective at 11:59 p.m. on June 30, 2001. 5. The executed Plan of Merger is on file at a place of business of the surviving limited liability company which is located at SCI Enclosures, LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures, LLC, on request and without cost to any member of the limited liability company or any stockholder of CMS Holding Company. [Remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of this 26 day of June, 2001. SCI ENCLOSURES, LLC By: /s/ George J. King ---------------------------------------- Name: George J. King Title: Manager EX-3.1.25 24 f88326exv3w1w25.txt EXHIBIT 3.1.25 EXHIBIT 3.1.25 CERTIFICATE OF MERGER OF CMS HARTZELL INCORPORATED (A DELAWARE CORPORATION) WITH AND INTO SCI ENCLOSURES, LLC (A DELAWARE LIMITED LIABILITY COMPANY) SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby certifies that: 1. The name and jurisdiction of formation or organization of each of the constituent entities are: (i) CMS Hartzell Incorporated, which is incorporated under the laws of the State of Delaware; and (ii) SCI Enclosures, LLC, a limited liability company, which is organized under the laws of the State of Delaware. 2. An Agreement and Plan of Merger (the "Plan of Merger") has been approved, and executed by each of the aforesaid constituent business entities in accordance with the provisions of Section 18-209(b) of the Act and in accordance with Section 264 of the Delaware General Corporation Law. 3. The name of the surviving limited liability company is SCI ENCLOSURES, LLC. 4. The Merger shall be effective at 11:59 p.m. on June 30, 2001. 5. The executed Plan of Merger is on file at a place of business of the surviving limited liability company which is located at SCI Enclosures, LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures, LLC, on request and without cost to any member of the limited liability company or any stockholder of CMS Hartzell Incorporated. [Remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of this 26 day of June, 2001. SCI ENCLOSURES, LLC By: /s/ George J. King ---------------------------------------- Name: George J. King Title: Manager EX-3.1.26 25 f88326exv3w1w26.txt EXHIBIT 3.1.26 EXHIBIT 3.1.26 CERTIFICATE OF MERGER OF HARTZELL MANUFACTURING, INC. (A MINNESOTA CORPORATION) WITH AND INTO SCI ENCLOSURES, LLC (A DELAWARE LIMITED LIABILITY COMPANY) SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby certifies that: 1. The name and jurisdiction of formation or organization of each of the constituent entities are: (i) Hartzell Manufacturing, Inc., which is incorporated under the laws of the State of Minnesota; and (ii) SCI Enclosures, LLC, a limited liability company, which is organized under the laws of the State of Delaware. 2. An Agreement and Plan of Merger (the "Plan of Merger") has been approved, and executed by each of the aforesaid constituent business entities in accordance with the provisions of Section 18-209(b) of the Act and in accordance with Section 302A.613 of the Minnesota Business Corporation Act. 3. The name of the surviving limited liability company is SCI ENCLOSURES, LLC. 4. The Merger shall be effective at 11:59 p.m. on June 30, 2001. 5. The executed Plan of Merger is on file at a place of business of the surviving limited liability company which is located at SCI Enclosures, LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures, LLC, on request and without cost to any member of the limited liability company or any stockholder of Hartzell Manufacturing, Inc. [Remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of this 26 day of June, 2001. SCI ENCLOSURES, LLC By: /s/ George J. King ---------------------------------------- Name: George J. King Title: Manager EX-3.1.27 26 f88326exv3w1w27.txt EXHIBIT 3.1.27 EXHIBIT 3.1.27 CERTIFICATE OF MERGER OF GLOBAL TOOL & ENGINEERING, INC. (A MINNESOTA CORPORATION) WITH AND INTO SCI ENCLOSURES, LLC (A DELAWARE LIMITED LIABILITY COMPANY) SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby certifies that: 1. The name and jurisdiction of formation or organization of each of the constituent entities are: (i) Global Tool & Engineering, Inc., which is incorporated under the laws of the State of Minnesota; and (ii) SCI Enclosures, LLC, a limited liability company, which is organized under the laws of the State of Delaware. 2. An Agreement and Plan of Merger (the "Plan of Merger") has been approved, and executed by each of the aforesaid constituent business entities in accordance with the provisions of Section 18-209(b) of the Act and Section 302A.613 of the Minnesota Business Corporation Act. 3. The name of the surviving limited liability company is SCI ENCLOSURES, LLC. 4. The Merger shall be effective at 11:59 p.m. on June 30, 2001. 5. The executed Plan of Merger is on file at a place of business of the surviving limited liability company which is located at SCI Enclosures, LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures, LLC, on request and without cost to any member of the limited liability company or any stockholder of Global Tool & Engineering, Inc. [Remainder of this page intentionally left blank.] IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of this 26 day of June, 2001. SCI ENCLOSURES, LLC By: /s/ George J. King ---------------------------------------- Name: George J. King Title: Manager EX-3.1.28 27 f88326exv3w1w28.txt EXHIBIT 3.1.28 EXHIBIT 3.1.28 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF FORMATION OF SCI ENCLOSURES, LLC THIS AMENDMENT to the Certification of Formation of SCI ENCLOSURES, LLC (the "Company") is being executed and filed by the undersigned to amend the Certificate of Formation of the Company under Section 18-202 of the Delaware Limited Liability Company Act. 1. The name of the Company is SCI ENCLOSURES, LLC. 2. Article I of the Certificate of Formation is hereby amended to read: "1. Name. The name of the limited liability company is "SANMINA-SCI SYSTEMS ENCLOSURES, LLC." 3. This Certificate of Formation shall be effective upon the date and time filed with the Delaware Secretary of State. IN WITNESS WHEREOF, the undersigned Manager has caused this Certificate of Amendment to be executed as of this first day of August, 2002. SCI ENCLOSURES, LLC By: /s/ Michael M. Sullivan ---------------------------------------- Name: Michael M. Sullivan Title: Manager EX-3.1.29 28 f88326exv3w1w29.txt EXHIBIT 3.1.29 EXHIBIT 3.1.29 ARTICLES OF INCORPORATION OF SCI ENCLOSURES (DENTON), INC. The undersigned, a natural person of the age of eighteen years or more, acting as sole incorporator of a corporation under the provisions of the Texas Business Corporation Act ("TBCA"), adopts the following Articles of Incorporation: ARTICLE I The name of the corporation is SCI Enclosures (Denton), Inc. ARTICLE II The period of duration of the corporation is perpetual. ARTICLE III The purpose for which the corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. ARTICLE IV Section 4.1. The aggregate number of shares that the corporation shall have authority to issue is one thousand (1,000) shares of common stock with the par value of ten cents ($0.10) each. Section 4.2. No shareholder or other person shall have any pre-emptive right whatsoever to acquire additional, unissued or treasury shares of the corporation, or securities of the corporation convertible into or carrying a right to subscribe to or acquire shares, or any other securities or property whatsoever. Section 4.3. Cumulative voting shall not be permitted. ARTICLE V The corporation will not commence business until it has received for the issuance of its shares consideration of the value of one thousand dollars ($1,000.00), consisting of money, labor done or property actually received. ARTICLE VI The street address of the initial registered office of the corporation is 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its initial registered agent at that address is CT Corporation System. ARTICLE VII The number of directors of the corporation shall be fixed as determined by the Bylaws. The number of directors constituting the initial board of directors is three (3), and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are: Name Address A. Eugene Sapp 2101 West Clinton Avenue Huntsville, Alabama 35805 Robert C. Bradshaw 2101 West Clinton Avenue Huntsville, Alabama 35805 Michael M. Sullivan 2101 West Clinton Avenue Huntsville, Alabama 35805 ARTICLE VIII Any action required by the TBCA to be taken at any annual or special meeting of shareholders, or any action that may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. ARTICLE IX A director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except that this Article IX does not eliminate or limit the liability of a director to the extent the director is found liable for (i) a breach of the director's duty of loyalty to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the director received an improper benefit, whether or not the benefit resulted form an action taken within the scope of the director's office; or (iv) an act or omission or which the liability of a director is expressly provided by an applicable statute. Any repeal or amendment of this Article IX by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the liability of a director of the corporation existing at the time of such repeal or amendment. In addition to the circumstances in which the director of the corporation is not liable as set forth in the preceding sentences, the director shall not be liable to the fullest extent permitted by any provisions of the statues of the State of Texas hereafter enacted that further limits the liability of a director. -2- ARTICLE X The Board of Directors is expressly authorized to adopt, amend and repeal the bylaws. The corporation's shareholders are hereby expressly prohibited from amending or repealing the bylaws. ARTICLE XI The name and address of the incorporator of the Corporation is as follows: Name Address Anthony R. Boggs 191 Peachtree St., N.E., 16th Floor Atlanta, Georgia 30303 IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of June, 2001. /s/ Anthony R. Boggs ----------------------------------------- Anthony R. Boggs -3- EX-3.1.30 29 f88326exv3w1w30.txt EXHIBIT 3.1.30 EXHIBIT 3.1.30 ARTICLES OF MERGER OF HARTZELL MANUFACTURING, INCORPORATED (A MINNESOTA CORPORATION) WITH AND INTO SCI ENCLOSURES (DENTON), INC. (A TEXAS CORPORATION) Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the undersigned corporations adopt the following Articles of Merger. 1. An Agreement and Plan of Merger has been adopted in accordance with the provisions of Article 5.03 of the Texas Business Corporation Act providing for the merger of Hartzell Manufacturing, Incorporated with and into SCI Enclosures (Denton), Inc. (the "Surviving Corporation") A copy of the Agreement and Plan of Merger is attached hereto as Exhibit A. 2. The name and state of domicile of the constituent corporations are as follows: (a) Hartzell Manufacturing Incorporated, a Minnesota corporation ("Hartzell"); and (b) SCI Enclosures (Denton), Inc., a Texas corporation ("SCI Enclosures"). 3. The Agreement and Plan of Merger was duly authorized and approved by the directors and the sole shareholder of Hartzell pursuant to Section 302A.613 of the Minnesota Business Corporation Act and its corporate documents. The total number of shares outstanding of Hartzell is 100,000 shares. All shares were voted FOR the Agreement and Plan of Merger by the sole shareholder. 4. The Agreement and Plan of Merger was duly authorized and approved by the directors and sole shareholder of SCI Enclosures pursuant to Section 5.03 of the Texas Business Corporation Act and its corporate documents. The total number of shares outstanding of SCI Enclosures is 100 shares. All share were voted FOR the Agreement and Plan of Merger by the sole shareholder. 5. SCI Enclosures will be the entity surviving the Merger (the "Surviving Corporation"), and the Articles of Incorporation of SCI Enclosures, as filed with the Secretary of State of Texas, will be the Articles of Incorporation of the Surviving Corporation [The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the merged corporation and will be obligated to pay such fees and franchise taxes if the same are not timely paid.] 6. The Merger shall be effective on June 30, 2001, at 11:58 p.m. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) IN WITNESS WHEREOF, Hartzell Manufacturing, Incorporated and SCI Enclosures (Denton), Inc. have each executed these Articles of Merger this 26th day of June, 2001. SCI ENCLOSURES (DENTON), INC. (SURVIVING CORPORATION) By: /s/ George J. King ---------------------------------------- Name: George J. King Title: Executive Vice President HARTZELL MANUFACTURING, INCORPORATED By: /s/ [ILLEGIBLE] ---------------------------------------- Name: [ILLEGIBLE] Title: SVP & Chief Financial Officer -2- EXHIBIT A AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger") dated as of June 15, 2001, is by and between SCI ENCLOSURES (DENTON), INC. a Texas corporation, and Hartzell Manufacturing, Incorporated, a Minnesota corporation (the "Constituent Corporations"). STATEMENT OF FACTS The Board of Directors of each of the Constituent Corporations have determined that it is advisable and for the benefit of the Constituent Corporations to merge according to the term and conditions of this Plan of Merger. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Constituent Corporations agree as follows: 1. The names of the merging entities are: SCI Enclosures (Denton), Inc., a Texas Corporation (the "Surviving Corporation"); and Hartzell Manufacturing, Incorporated, a Minnesota corporation (the "Merging Corporation"). 2. Upon the filing of the articles of merger with the Secretary of State of Minnesota and the Secretary of State of Texas, pursuant to the provisions of the applicable statutes of the states of Minnesota and Texas, the Merging Corporation will be merged with and into the Surviving Corporation (the "Merger") and the existence of the Merging Corporation shall cease. 3. The Articles of Incorporation ("Exhibit A"), Bylaws, directors and officers of SCI Enclosures (Denton), Inc. at the effective time and date of the Merger shall be the Articles of Incorporation, Bylaws, Directors and officers of the Surviving Corporation. 4. At the Effective Time (as defined below), each share of stock of the Merging Corporation issued and outstanding immediately prior to the Effective Time shall be automatically and without further action cancelled and retired. Each share of stock held in the Surviving Corporation issued and outstanding immediately prior to the Effective Time shall remain outstanding. 5. This Plan of Merger has been submitted to the directors and sole shareholder of the Merging Corporation and to the directors and sole shareholder of the Surviving Corporation and has been approved in the manner prescribed by the provisions of the laws of the states of Minnesota and Texas, respectively. 6. The directors and the proper officers of each of the Constituent Corporations, respectively, are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file and record any and all instruments, papers and documents necessary, proper or convenient to carry out the Merger (including, without limitation, filing a description or plan of merger or resolutions adopting the same in any form whatsoever, so long as such document is not inconsistent with this Plan of Merger). 7. The Merging Corporation and the Surviving Corporation intend that the effective date of the Merger be June 30, 2001. The merger of the Merging Corporation and the Surviving Corporation shall be effective upon the filing of the articles of merger necessary to effect the Merger, or such other date and time as may be specified therein, or such other date and time as the directors and proper officers of the Surviving Corporation and the Surviving Corporation may determine (the "Effective Time"). [Remainder of this page intentionally left blank] -2- IN WITNESS WHEREOF, the Constituent Corporations have each caused this Agreement to be executed by their respective duly authorized officers, as of the date first above written. SURVIVING CORPORATION: SCI ENCLOSURES (DENTON), INC. By: /s/ George J. King ---------------------------------------- Name: George J. King Title: Executive Vice President MERGING CORPORATION: HARTZELL MANUFACTURING, INCORPORATED By: /s/ [ILLEGIBLE] ---------------------------------------- Name: [ILLEGIBLE] Title: SVP & CFO -3- EXHIBIT A ARTICLES OF INCORPORATION OF SCI ENCLOSURES (DENTON), INC. ARTICLES OF INCORPORATION OF SCI ENCLOSURES (DENTON), INC. The undersigned, a natural person of the age of eighteen years or more, acting as sole incorporator of a corporation under the provisions of the Texas Business Corporation Act ("TBCA"), adopts the following Articles of Incorporation: ARTICLE I The name of the corporation is SCI Enclosures (Denton), Inc. ARTICLE II The period of duration of the corporation is perpetual. ARTICLE III The purpose for which the corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. ARTICLE IV Section 4.1 The aggregate number of share that the corporation shall have authority to issue is one thousand (1000) shares of common stock with the par value of ten cents ($0.10) each. Section 4.2 No shareholder or other person shall have any pre-emptive right whatsoever to acquire additional, unissued or treasury shares of the corporation, or securities of the corporation convertible into or carrying a right to subscribe to or acquire shares, or any other securities or property whatsoever. Section 4.3 Cumulative voting shall not be permitted. ARTICLE V The corporation will not commence business until it has received for the issuance of its shares consideration of the value of one thousand dollars ($1,000.00), consisting of money, labor done or property actually received. ARTICLE VI The street address of the initial registered office of the corporation is 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its initial registered agent at that address is CT Corporation System. ARTICLE VII The number of directors of the corporation shall be fixed as determined by the Bylaws. The number of directors constituting the initial board of directors is three (3), and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are: Name Address A. Eugene Sapp 2101 West Clinton Avenue Huntsville, Alabama 35805 Robert C. Bradshaw 2101 West Clinton Avenue Huntsville, Alabama 35805 Michael M. Sullivan 2101 West Clinton Avenue Huntsville, Alabama 35805 ARTICLE VIII Any action required by the TBCA to be taken at any annual or special meeting of shareholders, or any action that may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. ARTICLE IX A director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except that this Article IX does not eliminate or limit the liability of a director to the extent the director is found liable for (i) a breach of the directors duty of loyalty to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the director received in improper benefit, whether or not the benefit resulted form an action taken within the scope of the director's office; or (iv) an act or omission or which the liability of a director is expressly provided by an applicable statute. Any repeal or amendment of this Article IX by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the liability of a director of the corporation existing at the time of such repeal or amendment. In addition to the circumstances in which the director of the corporation is not liable as set forth in the preceding sentences, the director shall not be liable to the fullest extent permitted by any provisions of the statutes of the State of Texas hereafter enacted that further limits the liability of a director. ARTICLE X -2- The Board of Directors is expressly authorized to adopt, amend and repeal the bylaws. The corporation's shareholders are hereby expressly prohibited from amending or repealing the bylaw. ARTICLE XI The name and address of the incorporator of the Corporation is as follows: Name Address Anthony R. Boggs 191 Peachtree St., N.E., 16th Floor Atlanta, Georgia 30303 IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of June, 2001. /s/ Anthony R. Boggs ----------------------------------------- Anthony R. Boggs -3- EX-3.1.31 30 f88326exv3w1w31.txt EXHIBIT 3.1.31 EXHIBIT 3.1.31 [SEAL] Office of the Secretary of State Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 ASSUMED NAME CERTIFICATE FOR FILING WITH THE SECRETARY OF STATE 1. The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is SCI Enclosures (Denton), Inc. 2. The assumed name under which the business or professional service is or is to be conducted or rendered is SCI Enclosures 3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas and the address of its registered or similar office in that jurisdiction is c/o CT Corporation System, 350 North St. Paul Street, Dallas, TX 75201 4. The period, not to exceed 10 years, during which the assumed name will be used is Ten (10) years 5. The entity is a (check one): A. [X] Business Corporation [ ] Non-Profit Corporation [ ] Professional Corporation [ ] Professional Association [ ] Limited Liability Company [ ] Limited Partnership [ ] Registered Limited Liability Partnership B. If the entity is some other type business, professional or other association that is incorporated, please specify below (e.g., bank, savings and loan association, etc.) _______________________________________________________________________ 6. If the entity is required to maintain a registered office in Texas, the address of the registered office is c/o CT Corporation System. 350 North St. Paul Street, Dallas, TX 75201 and the name of its registered agent at such address is CT Corporation System The address of the principal office (if not the same as the registered office) is 2200 Worthington Drive, Denton, Texas 76207 (Denton County) 7. If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is _______________________ _______________________________________________________________________ and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is ___ _______________________________________________________________________ and the office address elsewhere is ___________________________________ _______________________________________________________________________ 8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation "ALL" or "ALL EXCEPT" ALL _______________________________________________________________________ 9. The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the entity has duly authorized the attorney-in-fact in writing to execute this document. By /s/ George J. King ----------------------------------------- Signature of officer, general partner, manager, representative or attorney-in-fact of the entity State of Alabama ) ) County of Madison ) This instrument was acknowledged before me on 8/22/01 by George J. King (name of person acknowledging) (Notary Seal) /s/ Carol A. Pannell -------------------------------------------- Signature of Notary My Commission Expires 9/14/2004 Notary Public Form No. 503 Revised 9/99 -2- EX-3.1.32 31 f88326exv3w1w32.txt EXHIBIT 3.1.32 EXHIBIT 3.1.32 ARTICLES OF INCORPORATION OF SCIMEX, INC. The undersigned, in order to form a corporation under and pursuant to the laws of the State of Alabama, hereby adopts the following articles of incorporation: I. The name of the corporation is: Scimex, Inc. II. The corporation is organized pursuant to the provisions of the Alabama Business Corporation Act. III. The corporation shall have perpetual duration. IV. The object of the corporation is pecuniary gain and profit and the corporation is formed for the purpose of the transaction of any or all lawful business for which corporations may be incorporated under this act and engaging in such other businesses as the Board of Directors may from time to time specify by resolution. V. The corporation shall have authority to issue 1,000 shares of $.10 par value common stock. VI. The corporation shall be entitled to purchase its own shares out of its unreserved and unrestricted earned and capital surplus available therefor. VII. The corporation shall be entitled to distribute a portion of its assets to its shareholders out of capital surplus available therefor. VIII. The initial registered office of the corporation shall be at 5000 Technology Drive, Huntsville, Alabama 35804. The initial registered agent of the corporation at such address shall be D. Lynn Cox. IX. The initial board of directors shall consist of three members who shall be and whose addresses are: Name and Address Olin B. King 5000 Technology Drive Huntsville, Alabama 35804 A. Eugene Sapp 5000 Technology Drive Huntsville, Alabama 35804 D. Lynn Cox 5000 Technology Drive Huntsville, Alabama 35804 X. The name and address of the incorporator is: William B. Tatum 218 Randolph Drive Huntsville, Alabama 35801 XI. The pre-emptive right of any shareholder to acquire authorized and unissued shares of the corporation is denied. -2- The undersigned, acting as incorporator of the corporation named herein in accordance with the Alabama Business Corporation Act, executes these Articles of Incorporation, this 17th day of March, 1987. /s/ William B. Tatum -------------------------------------------- William B. Tatum Incorporator -3- EX-3.1.33 32 f88326exv3w1w33.txt EXHIBIT 3.1.33 EXHIBIT 3.1.33 [LOGO] FOR USE BY DOMESTIC CORPORATION ONLY STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF SCIMEX, INC. TO SECRETARY OF STATE OF ALABAMA: Pursuant to the provisions of Section 10-2A-30, Code of Alabama 1975, the undersigned corporation, organized under the laws of the State of Alabama submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the State of Alabama. 1. The name of the corporation is SCIMEX, Inc. 2. The Address of its present registered office is 2109 W. Clinton Ave Huntsville Alabama 35805 ----------------------------------------------------------------------- Street Address, not P.O. Box City State Zip Code 3. The address to which its registered office is to be changed _______________________________________________________________________ Street Address, not P.O. Box City State Zip Code 4. The name of its present registered agent D. Lynn Cox 5. The name of its successor registered agent is Michael M. Sullivan 6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical. Such change was authorized by resolution duly adopted by its board of directors. DATED January 18, 1990 SCIMEX, Inc. (Note 1) By: /s/ A. Eugene Sapp, Jr. (Note 2) ------------------------------- its __________ President STATE OF Alabama A. Eugene Sapp, Jr. COUNTY OF Madison Before me, the undersigned authority in and for said county and state, personally appeared Michael M. Sullivan, who being by me first duly sworn, doth depose and say that he/she is the Secretary of SCIMEX, Inc. (Name of Corporation) and that the foregoing statements contained in this report are true, full and correct. /s/ Michael M. Sullivan -------------------------------------------- (Signature of Officer) Michael M. Sullivan Subscribed and sworn to before mean this 18th day of January, 19 90 in witness whereof I hereunto subscribe my name and affix the seal of my office. /s/ Carol M. Broussard -------------------------------------------- (Notary Public) My Commission expires November 3, 1993 Note l. Exact corporate name of corporation making the statement. Note 2. Signature and title of officer signing for the corporation. Mail one copy of this completed application and fee of $5.00 to: Secretary of State Corporation Division 524 State Office Building Montgomery, AL 35130 (205) 261-5324 -2- EX-3.1.34 33 f88326exv3w1w34.txt EXHIBIT 3.1.34 EXHIBIT 3.1.34 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZYCON CORPORATION A DELAWARE CORPORATION (Pursuant to Secs. 242 and 245 of the General Corporation Law of the State of Delaware) Zycon Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, and which filed its original Certificate of Incorporation with the Secretary of Sate of Delaware on May 22, 1995, DOES HEREBY CERTIFY: FIRST. The name of the corporation is Zycon Corporation (the "Corporation"). SECOND. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware. The name of its registered agent at such address is The Corporation Trust Company. THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares of Common Stock with a par value of One Cent ($.01) per share. FIFTH. The Corporation is to have perpetual existence. SIXTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware: A. The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation. B. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide. C. The books of the Corporation may be kept at such place within or without the State of Delaware as the By-Laws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation. SEVENTH. The Corporation eliminates the personal liability of each member of its Board of Directors to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that, to the extent provided by applicable law, the foregoing shall not eliminate the liability of a director (i) for any breach of such director's duty of loyalty to the Corporation or its stockholder, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code or (iv) for any transaction from which such director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. EIGHTH. The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the Company has caused this certificate to be signed by Timothy P. Losik, Vice President, this 10th day of January, 1997. ZYCON CORPORATION /s/ Timothy P. Losik -------------------------------------------- Timothy P. Losik Vice President, Treasurer and Secretary EX-3.1.35 34 f88326exv3w1w35.txt EXHIBIT 3.1.35 EXHIBIT 3.1.35 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION * * * * * Zycon Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of said corporation: RESOLVED, that the Certificate of Incorporation of Zycon Corporation be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows: "The name of the Corporation (hereinafter called the 'Corporation') is Hadco Santa Clara, Inc." SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Zycon Corporation has caused this certificate to be signed by Timothy P. Losik, its Vice President, this 9th day of July, 1997. ZYCON CORPORATION By: /s/ Timothy P. Losik --------------------------------- Timothy P. Losik Vice President EX-3.1.36 35 f88326exv3w1w36.txt EXHIBIT 3.1.36 EXHIBIT 3.1.36 ARTICLES OF INCORPORATION OF DEVTEK ELECTRONIC ENCLOSURES U.S.A. INC. Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation. 1. The name of the corporation is Devtek Electronic Enclosures U.S.A. Inc. 2. The number of shares the corporation is authorized to issue is One Hundred Thousand (100,000). These shares shall be all of one class, designated as common stock. 3. The street address and county of the initial registered office of the corporation is 3600 Glenwood Avenue, Raleigh, Wake County, North Carolina 27612. 4. The mailing address and the street address of the initial registered office of the corporation are the same. 5. The name of the initial registered agent is Lemuel H. Gibbons, III. 6. Except to the extent that the North Carolina General Statutes prohibit such limitation or elimination of liability of directors for breaches of duty, no director of the corporation shall have any personal liability arising out of an action whether by or in the right of the corporation or otherwise for monetary damages for breach of any duty as a director. No amendment to or repeal of this article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. The provisions of this article shall not be deemed to limit or preclude indemnification of a director by the corporation for any liability that has not been eliminated by the provisions of this article. 7. The name and address of the incorporator is Spruillco, Ltd., 3600 Glenwood Avenue, Raleigh, North Carolina 27612. 8. These articles will be effective upon filing. This the 3rd day of July, 1995. SPRUILLCO, LTD., Incorporator By: /s/ Lemuel H. Gibbons, III ------------------------------------- Lemuel H. Gibbons, III, Vice President -2- EX-3.1.37 36 f88326exv3w1w37.txt EXHIBIT 3.1.37 EXHIBIT 3.1.37 ARTICLES OF AMENDMENT OF DEVTEK ELECTRONIC ENCLOSURES U.S.A. INC. Pursuant to Section 55-10-06 of the General Statues of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation. 1. The name of the corporation is Devtek Electronic Enclosures U.S.A. Inc. 2. The Articles of Incorporation are amended as follows: Article 1 is deleted in its entirety and replaced by the following: "1. The name of the corporation is Sanmina Enclosure Systems USA Inc." 3. The amendment does not provide for an exchange, reclassification or cancellation of issued shares. 4. The date of adoption of the amendment was April 7, 2000. 5. The amendment was approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes. 6. These articles will be effective upon filing. This the 7th day of April, 2000. DEVTEK ELECTRONIC ENCLOSURES U.S.A. INC. By: /s/ Randy Furr -------------------------------------- Name: Randy Furr Title: Chairman of the Board of Directors EX-3.1.38 37 f88326exv3w1w38.txt EXHIBIT 3.1.38 EXHIBIT 3.1.38 ARTICLES OF INCORPORATION OF SCI TECHNOLOGY, INC. I. The name of the corporation is: SCI Technology, Inc. II. The corporation is organized pursuant to the provisions of the Alabama Business Corporation Act. III. The corporation shall have perpetual duration. IV. The object of the corporation is pecuniary gain and profit and the corporation is formed for the purpose of the transaction or any or all lawful business for which corporations may be incorporated under this act and engaging in such other businesses as the Board of Directors may from time to time specify by resolution. V. The corporation shall have authority to issue 1000 shares of $.10 par value common stock. VI. The corporation shall be entitled to purchase its own shares out of its unreserved and unrestricted earned and capital surplus available therefor. VII. The corporation shall be entitled to distribute a portion of its assets to its shareholders out of capital surplus available therefor. VIII. The initial registered office of the corporation shall be at 5000 Technology Dr., Huntsville, Alabama 35804. The initial registered agent of the corporation at such address shall be Harvey D. Harkness. IX. The initial board of directors shall consist of 3 members who shall be and whose addresses are: NAME and ADDRESS Olin B. King 5000 Technology Dr. Huntsville, Alabama 35804 A. Eugene Sapp 5000 Technology Dr. Huntsville, Alabama 35804 Harvey D. Harkness 5000 Technology Dr. Huntsville, Alabama 35804 X. The name and address of the incorporator is: Wayne Shortridge 1100 C&S National Bank Bldg. 35 Broad Street, N.W. Atlanta, Georgia 30335 XI. The pre-emptive right of any shareholder to acquire authorized and unissued shares of the corporation in denied. -2- IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation. /s/ Wayne Shortridge ----------------------------------- Wayne Shortridge THIS INSTRUMENT PREPARED BY /s/ [ILLEGIBLE] - ------------------------------------ -3- EX-3.1.39 38 f88326exv3w1w39.txt EXHIBIT 3.1.39 EXHIBIT 3.1.39 [SEAL] FOR USE BY DOMESTIC CORPORATION ONLY STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF TO SECRETARY OF STATE OF ALABAMA: Pursuant to the provisions of Section 10-2A-30, Code of Alabama 1975, the undersigned corporation, organized under the laws of the State of Alabama submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the State of Alabama. 1. The name of the corporation is SCI TECHNOLOGY, Inc. 2. The Address of its present registered office is 5000 Technology Drive Huntsville Alabama 35805 ----------------------------------------------------------------------- Street Address, not P.O. Box City State Zip Code 3. The address to which its registered office is to be changed no change ----------------------------------------------------------------------- Street Address, not P.O. Box City State Zip Code 4. The name of its present registered agent Harvey D. Harkness 5. The name of its successor registered agent is D. Lynn Cox 6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical. Such change was authorized by resolution duly adopted by its board of directors. DATED November 3,_____ , 1986 SCI TECHNOLOGY, Inc. (Note 1) By: /s/ D. Lynn Cox (Note 2) ------------------------- its Secretary President STATE OF Alabama COUNTY OF Madison Before me, the undersigned authority in and for said county and state, personally appeared D. Lynn Cox, who being by me first duly sworn, doth depose and say that he/she is the Secretary of SCI TECHNOLOGY, Inc. (Name of Corporation) and that the foregoing statements contained in this report are true, full and correct. /s/ D. Lynn Cox -------------------------------------- (Signature of Officer) Subscribed and sworn to before mean this 26th day of March, 19 87 in witness whereof I hereunto subscribe my name and affix the seal of my office. /s/ Eunice Betts -------------------------------------- (Notary Public) My Commission expires January 7, 1990 Note l. Exact corporate name of corporation making the statement. Note 2. Signature and title of officer signing for the corporation. MAIL ONE COPY OF THIS COMPLETED APPLICATION AND FEE OF $5.00 TO: SECRETARY OF STATE CORPORATION DIVISION BUILDING 524 STATE OFFICE BUILDING MONTGOMERY, AL 35130 (205) 261-5324 IF YOU HAVE ANY QUESTIONS, PLEASE CALL (205) 832-6855 -2- EX-3.1.40 39 f88326exv3w1w40.txt EXHIBIT 3.1.40 EXHIBIT 3.1.40 [SEAL] FOR USE BY DOMESTIC CORPORATION ONLY STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF SCI TECHNOLOGY, INC. TO SECRETARY OF STATE OF ALABAMA: Pursuant to the provisions of Section 10-2A-30, Code of Alabama 1975, the undersigned corporation, organized under the laws of the State of Alabama submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the State of Alabama. 1. The name of the corporation is SCI Technology, Inc. 2. The Address of its present registered office is 2109 W. Clinton Ave Huntsville Alabama 35805 ----------------------------------------------------------------------- Street Address, not P.O. Box City State Zip Code 3. The address to which its registered office is to be changed ----------------------------------------------------------------------- Street Address, not P.O. Box City State Zip Code 4. The name of its present registered agent D. Lynn Cox 5. The name of its successor registered agent is Michael M. Sullivan 6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical. Such change was authorized by resolution duly adopted by its board of directors. DATED January 18,______, 1990 SCI Technology, Inc. (Note 1) By: /s/ A. Eugene Sapp, Jr. (Note 2) ------------------------------ its __________ President STATE OF Alabama A. Eugene Sapp, Jr. COUNTY OF Madison Before me, the undersigned authority in and for said county and state, personally appeared Michael M. Sullivan, who being by me first duly sworn, doth depose and say that he/she is the Secretary of SCI Technology, Inc. (Name of Corporation) and that the foregoing statements contained in this report are true, full and correct. /s/ Michael M. Sullivan ---------------------------------------- (Signature of Officer) Michael M. Sullivan Subscribed and sworn to before mean this 18th day of January, 1990 in witness whereof I hereunto subscribe my name and affix the seal of my office. /s/ Carol M. Broussard ---------------------------------------- (Notary Public) My Commission expires November 3, 1993 Note l. Exact corporate name of corporation making the statement. Note 2. Signature and title of officer signing for the corporation. Mail one copy of this completed application and fee of $5.00 to: Secretary of State Corporation Division 524 State Office Building Montgomery, AL 35130 (205) 261-5324 -2- EX-3.1.41 40 f88326exv3w1w41.txt EXHIBIT 3.1.41 EXHIBIT 3.1.41 ARTICLES OF MERGER OF SCI SYSTEMS COLORADO, INC. WITH AND INTO SCI TECHNOLOGY, INC. Pursuant to Section 10-2B-11.05 of the Alabama Business Corporation Act, the undersigned corporation adopts the following Articles of Merger: FIRST: The names of the merging corporations are SCI Technology, Inc. (the "Parent"), a corporation organized under the laws of the State of Alabama, and SCI Systems Colorado, Inc. (the "Subsidiary"), a corporation organized under the laws of the State of Colorado and a wholly-owned subsidiary of the Parent. The Parent and Subsidiary wish to merge. The surviving corporation shall be the Parent and such corporation shall be governed by the laws of the State of Alabama. SECOND: Annexed hereto as Exhibit A and made a part hereof is the Agreement and Plan of Merger for merging the Subsidiary with and into the Parent, as adopted by unanimous written consent action of the Board of Directors of Parent. THIRD: Neither shareholder approval of Parent nor shareholder approval of Subsidiary was required. FOURTH: The Articles of Incorporation of Parent are filed in Madison County, Alabama. SIXTH: The merger shall be effective at 5:00 p.m., CDT, on June 30,1998. (Remainder of page left intentionally blank) IN WITNESS WHEREOF, the Parent has executed these Articles of Merger this 19th day of June, 1998. SCI TECHNOLOGY, INC.. By: /s/ Michael M. Sullivan ------------------------------------ Name: Michael M. Sullivan Title: Secretary EXHIBIT A AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger") is adopted for SCI Systems Colorado, Inc. (the "Subsidiary"), a business corporation organized under the laws of the State of Colorado, and SCI Technology, Inc. (the "Parent"), a business corporation organized under the laws of the State of Alabama. 1. SCI Systems Colorado, Inc. (sometimes referred to herein as the "Terminating Corporation") shall, pursuant to the provisions of the Alabama Business Corporation Act and the Colorado Business Corporation Act, be merged with and into SCI Technology, Inc., which shall be the surviving corporation at the effective time and date of the merger (sometimes hereinafter referred to as the "Surviving Corporation"). The Surviving Corporation shall continue to exist under the name "SCI Technology, Inc." The separate existence of SCI Systems Colorado. Inc. shall cease at the effective time and date of the merger in accordance with the respective provisions of the Alabama Business Corporation Act and the Colorado Business Corporation Act. 2. The Articles of Incorporation of SCI Technology, Inc. at the effective time and date of the merger shall be the Articles of Incorporation of the Surviving Corporation 3. The Bylaws of SCI Technology, Inc. at the effective time and date of the merger will continue in full force and effect as the Bylaws of the Surviving Corporation. 4. The directors and officers in office of the Surviving Corporation at the effective time and date of the merger shall be the directors and officers of the Surviving Corporation. 5. Upon the Effective Date (as hereinafter defined), each share of the stock of the Terminating Corporation issued and outstanding immediately prior to the Effective Date of the merger shall be automatically and without further action cancelled and retired. Each share of the stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Date of the merger shall remain outstanding. 6. The Board of Directors and the proper officers of the Terminating Corporation and the Board of Directors and the proper officers of the Surviving Corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger described herein. 7. The merger of the Surviving Corporation and the Terminating Corporation shall be effective at 5:00 p.m., CDT, on June 30, 1998, or such other date and time as the Board of Directors of the Surviving Corporation and the Terminating Corporation, respectively, shall determine (the "Effective Date"). IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Plan of Merger this 19th day of June, 1998. SCI SYSTEMS COLORADO, INC By: /s/ Michael M. Sullivan ------------------------------------ Name: Michael M. Sullivan Title: Secretary________________________ SCI TECHNOLOGY, INC. By: /s/ Michael M. Sullivan ------------------------------------ Name: Michael M. Sullivan Title: Secretary________________________ -2- EX-3.1.42 41 f88326exv3w1w42.txt EXHIBIT 3.1.42 EXHIBIT 3.1.42 ARTICLES OF MERGER OF AWI, COLORADO MANUFACTURING TECHNOLOGY, INC., AND SCI MANUFACTURING, INC WITH AND INTO SCI TECHNOLOGY, INC. 1. I. The Agreement and Plan of Merger attached hereto an Exhibit A (the "Plan"), under which AWI, a California corporation; Colorado Manufacturing Technology, Inc. ("CMT"), a Colorado corporation; and SCI Manufacturing, Inc. ("SCI Manufacturing"), an Alabama corporation, (collectively, the "Merging Corporations") shall merge with and into SCI Technology, Inc. ("SCI Technology"), an Alabama corporation, (collectively, the Merging Corporations and SCI Technology are referred to herein as the "Constituent Corporations") with SCI Technology to be the surviving corporation of the merger and to operate under the corporate name "SCI Technology, Inc.," was duly approved by unanimous written consent of the Boards of Directors of the Constituent Corporations on January 30, 1990. II. All Four Million Nine Hundred Fifty-Two Thousand Four Hundred and Eighty-Two (4,952,482) outstanding common shares and Five Million Three Hundred Ninety-Eight Thousand (5,398,000) outstanding preferred shares of AWI, Two Million Sixty-Two Thousand One Hundred and Twenty-Five (2,062,125) outstanding shares of CMT, One Thousand (1,000) outstanding shares of SCI Manufacturing and One Thousand (1,000) outstanding shares of SCI Technology were entitled to vote on the Plan and duly approved the Plan by unanimous written consent on January 30, 1990. III. The Articles of Incorporation for each Alabama corporation which is a party to this merger are filed in the respective counties listed below. CORPORATION COUNTY --------------------- --------- SCI Manufacturing Madison SCI Technology Madison IV. The merger shall be effective in the State of Alabama as of the time of delivery to the Secretary of State of Alabama of these Articles of Merger so certified and upon the issuance by the Secretary of State of Alabama of a certificate of merger (the "Effective Date"). The merger shall be effective in the State of California as of the Effective Date upon the delivery of a counterpart original of such Articles of Merger to the Office of the Secretary of State of California for filing. The merger shall be effective in the State of Colorado as of the Effective Date upon the delivery of a counterpart original of such Articles of Merger to the Office of Secretary of State of Colorado for filing. Each merger of a Merging Corporation with and into SCI Technology shall be deemed a separate transaction and deemed effective as to each Constituent Corporation as of the Effective Date in the state of incorporation of such Constituent Corporation, regardless of the consummation of any of the other transactions or the Effective Date as to any other Constituent Corporation. IN WITNESS WHEREOF, the Constituent Corporations have caused these Articles of Merger to be executed by their duly authorized officers and their corporate seals affixed hereto, this 30th day of January, 1990. AWI By: /s/ Olin B. King ------------------------------------ Olin B. King, President By: /s/ Michael M. Sullivan ------------------------------------ Michael M. Sullivan, Secretary Attest: /s/ James R. Daniel ----------------------------- James R. Daniel Treasurer [CORPORATE SEAL] [SIGNATURES CONTINUED ON NEXT PAGE] -2- COLORADO MANUFACTURING TECHNOLOGY, INC. By: /s/ A. Eugene Sapp, Jr. ------------------------------------ A. Eugene Sapp, Jr., President By: /s/ Michael M. Sullivan ------------------------------------ Michael M. Sullivan, Secretary Attest: /s/ James R. Daniel ----------------------------- James R. Daniel Treasurer [CORPORATE SEAL] SCI MANUFACTURING, INC. By: /s/ A. Eugene Sapp, Jr. ------------------------------------ A. Eugene Sapp, Jr., President By: /s/ Michael M. Sullivan ------------------------------------ Michael M. Sullivan, Secretary Attest: /s/ James R. Daniel ---------------------------- James R. Daniel Treasurer [CORPORATE SEAL] -3- [SIGNATURES CONTINUED ON NEXT PAGE] SCI TECHNOLOGY, INC. By: /s/ A. Eugene Sapp, Jr. ------------------------------------ A. Eugene Sapp, Jr., President By: /s/ Michael M. Sullivan ------------------------------------ Michael M. Sullivan, Secretary Attest: /s/ James R. Daniel ---------------------------- James R. Daniel Treasurer [CORPORATE SEAL] -4- EXHIBIT A AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is entered into as of this 30th day of January, 1990 (the "Agreement"), between AWI, a California corporation; COLORADO MANUFACTURING TECHNOLOGY, INC. ("CMT"), a Colorado corporation; SCI MANUFACTURING, INC. ("SCI Manufacturing"), an Alabama corporation (collectively the "Merging Corporations"), and SCI TECHNOLOGY, INC., an Alabama corporation (the "Surviving Corporation"). The Merging Corporations and the Surviving Corporation are hereinafter sometimes referred to collectively as the "Constituent Corporations." W I T N E S S E T H WHEREAS, AWI, a duly organized and validly existing corporation under the laws of the State of California, is a wholly owned subsidiary of SCI Manufacturing; and WHEREAS, CMT, a duly organized and validly existing corporation under the laws of the State of Colorado, is a wholly owned subsidiary of SCI Manufacturing; and WHEREAS, SCI Manufacturing, a duly organized and validly existing corporation under the laws of the State of Alabama, is a wholly owned subsidiary of SCI Systems (Alabama), Inc. ("SCI Alabama"); and WHEREAS, SCI Technology, a duly organized and validly existing corporation under the laws of the State Alabama, is a wholly owned subsidiary of SCI Alabama; and WHEREAS, the Boards of Directors of each of the Constituent Corporations deem it advisable and for the benefit of each of the Constituent Corporations and their respective shareholders that the Merging Corporations merge with and into the Surviving Corporation, with the Surviving Corporation to be the surviving corporation of the merger as an Alabama corporation and to continue the business of the Constituent Corporations after the merger is effective under the name "SCI Technology, Inc."; and WHEREAS, the Boards of Directors of each of the Constituent Corporations and the shareholders of the Merging Corporations have approved this Agreement and the merger contemplated herein, pursuant to Sections 10-2A-140, 10-2A-142, 10-2A-66 and 10-2A-56 of the Alabama Business Corporation Act; Sections 7-7-101, 7-7-103, 7-5-108(3) and 7-4-122(1) of the Colorado Corporation Code; and Sections 1101, 1201, 1202, 307(b) and 603(a) of the California General Corporation Law; NOW, THEREFORE, for and in consideration of the above premises and of the mutual agreements and covenants hereinafter contained, it is hereby agreed by the parties hereto, subject to the conditions hereinafter not forth, that the Merging Corporations be merged with and into the Surviving Corporation, the corporate existence of which shall be continued as an Alabama corporation under the name of "SCI Technology, Inc." and thereafter, the individual existence of the Merging Corporations shall cease. Further, the terms and conditions of the merger hereby agreed upon and the mode of carrying the same into effect and the manner of dealing with the shares of each of the Constituent Corporations are as follows: 1. The designation and number of outstanding shares of each class and series of stock for each of the Constituent Corporations are as follows: (a) The Merging Corporations: (i) AWI has authorized capital consisting of Twelve Million (12,000,000) shares of no par value common stock, of which Four Million Nine Hundred Fifty-Two Thousand Four Hundred and Eighty-Two (4,952,482) shares are outstanding and held by SCI Manufacturing, and Six Million (6,000,000) shares of preferred stock of which Five Million Three Hundred Ninety-Eight Thousand (5,398,000) shares are outstanding and held by SCI Manufacturing. (ii) CMT has authorized capital consisting of Ten Million (10,000,000) shares of no par value common stock, of which Two Million Sixty-Two Thousand One Hundred and Twenty-Five (2,062,125) shares are outstanding and held by SCI Manufacturing. (iii) SCI Manufacturing has authorized capital consisting of One Thousand (1,000) shares of ten cent ($0.10) par value common stock, of which One Thousand (1,000) shares are outstanding and held by SCI Alabama. (b) The Surviving Corporation has authorized capital consisting of One Thousand (1,000) shares of ten cent ($0.10) par value common stock, of which One Thousand (1,000) shares are outstanding and held by SCI Alabama. 2. The merger herein contemplated shall be effective in the State of Alabama as of the time and date of filing of the Articles of Merger, to which this Agreement shall be attached as an exhibit and incorporated by reference therein, with the office of the Secretary of State of Alabama, and upon issuance of a certificate of merger by the Secretary of State of Alabama (the "Effective Date"); it shall be effective in the State of California as of the Effective Date upon the delivery of a counterpart original of such Articles of Merger to the Office of the Secretary of State of California for filing; and it shall be effective in the State of Colorado as of the Effective Date upon the delivery of a counterpart original of such Articles of Merger to the Office of the Secretary of State of Colorado for -2- filing. Each merger of a Merging Corporation with and into the Surviving Corporation shall be deemed a separate transaction and deemed effective as to each Constituent Corporation as of the Effective Date in the state of incorporation of such Constituent Corporation, regardless of the consummation of any of the other transactions or the Effective Date as to any other Constituent Corporation. 3. The Articles of Incorporation of the Surviving Corporation shall remain unchanged by the merger contemplated herein. 4. From and after the Effective Date, the Articles of Incorporation of the Merging Corporations shall be deemed repealed and the Articles of Incorporation of the Surviving Corporation shall continue in effect until the same shall be altered, amended or repealed as therein provided or as provided by law. 5. From and after the Effective Date, the By-Laws of the Merging Corporations shall be deemed repealed and the By-Laws of the Surviving Corporation shall continue in effect until the same shall be altered, amended or repealed as therein provided or an provided by law. 6. Upon the Effective Date, the directors and officers of the Surviving Corporation shall be as follows: DIRECTORS Olin B. King A. Eugene Sapp, Jr. James R. Daniel Name of Officer Office A. Eugene Sapp, Jr. President James R. Daniel Treasurer Michael M. Sullivan Secretary Wayne Shortridge Assistant Secretary Said persons shall hold office until the next annual meeting of the shareholders and directors of the Surviving Corporation and until their respective successors are elected or appointed in accordance with the By-Laws of the Surviving Corporation. -3- 7. Upon the Effective Date, all of the assets and liabilities of AWI, CMT and SCI Manufacturing shall be transferred to the Surviving Corporation in exchange for the cancellation of all of the outstanding shares of the common and preferred stock of AWI and CMT held by SCI Manufacturing and all of the outstanding shares of the common stock of SCI manufacturing held by SCI Alabama. 8. Upon the Effective Date, the separate existence of the Merging Corporations shall cease, and in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, immunities, purposes and franchises, of a public as well as of a private nature, of the Merging Corporations, and all property, real, personal and mixed, tangible and intangible, all debts due on whatever account, and all other chosen in action and all and every other interest of or belonging to or due to the Merging Corporations shall be taken and deemed to be transferred to and vented in the Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Merging Corporations. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Merging Corporations, and any claim existing or action or proceeding pending may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of the Merging Corporations shall be impaired by the merger. 9. If at any time the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any things are necessary or desirable to vest in said corporation, according to the terms hereof, the title to any property or rights of the Merging Corporations, the proper officers and directors of the Merging Corporations shall and will execute and make all such proper assignments and assurances and do all things necessary or proper to vest title in such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of this Agreement. 10. With respect to all leases and other agreements, instruments or obligations under which any of the Constituent Corporations are obligated to obtain a consent prior to the merger herein contemplated or in order to comply with the conditions thereof, or to vest the respective interest herein in the Surviving Corporation, the Constituent Corporations shall each exercise all reasonable efforts to obtain such consent prior to the Effective Date. -4- 11. From the date of this Agreement until the Effective Date or until the abandonment of the merger pursuant to the provisions hereof, the Constituent Corporations shall continue to conduct their respective businesses in the ordinary course and none of the Constituent Corporations shall, without the prior written consent of the others, engage in any transaction or incur any obligations except in the ordinary course of business or as otherwise authorized by this Agreement. 12. Anything herein to the contrary notwithstanding, this Agreement may be terminated and abandoned at any time prior to the filing of the Articles of Merger by mutual consent of the Boards of Directors of all of the Constituent Corporations, expressed in an instrument in writing signed on behalf of each by its President and its Secretary. 13. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall be deemed one and the same Agreement. -5- IN WITNESS WHEREOF, the Constituent Corporations have caused this Agreement to be executed on their respective behalf and the foregoing attested by their respective duly authorized officers, as of the date hereinabove first written. SURVIVING CORPORATION: SCI TECHNOLOGY, INC. By: /s/ A. Eugene Sapp, Jr. --------------------------------- A. Eugene Sapp, Jr., President Attest: /s/ Michael M. Sullivan ------------------------------- Michael M. Sullivan, Secretary [CORPORATE SEAL] MERGING CORPORATIONS AWI By: /s/ Olin B. King --------------------------------- Olin B. King, President Attest: /s/ Michael M. Sullivan ------------------------------ Michael M. Sullivan, Secretary [CORPORATE SEAL] [SIGNATURES CONTINUED NEXT PAGE] -6- COLORADO MANUFACTURING, TECHNOLOGY, INC.: By: /s/ A. Eugene Sapp, Jr. --------------------------------- A. Eugene Sapp, Jr., President Attest: /s/ Michael M. Sullivan ------------------------------- Michael M. Sullivan, Secretary [CORPORATE SEAL] SCI MANUFACTURING, INC. By: /s/ A. Eugene Sapp, Jr. --------------------------------- A. Eugene Sapp, Jr., President Attest: /s/ Michael M. Sullivan ------------------------------- Michael M. Sullivan, Secretary [CORPORATE SEAL] -7- EX-3.1.43 42 f88326exv3w1w43.txt EXHIBIT 3.1.43 EXHIBIT 3.1.43 ARTICLES OF MERGER OF SCI/EOG HOLDINGS, INC. (A DELAWARE CORPORATION) WITH AND INTO SCI TECHNOLOGY, INC. (A ALABAMA CORPORATION) Pursuant to the provisions of Section 10-2B- 11.05 of the Alabama Business Corporation Act, the undersigned corporations adopt the following Articles of Merger. 1. An Agreement and Plan of Merger (the "Plan of Merger") has been adopted in accordance with the provisions of 10-2B-11.03 of the Alabama Business Corporation Act providing for the merger of SCI/EOG Holdings, Inc. with and into SCI Technology, Inc. (the "Merger"). A copy of the Agreement and Plan of Merger is attached hereto as Exhibit A. 2. The name and state of domicile of the constituent corporations are as follows: (a) SCI/EOG Holdings, Inc., a Delaware corporation ("Holdings"); and (b) SCI Technology, Inc., an Alabama corporation ("SCI Technology"). 3. The Agreement and Plan of Merger was duly authorized and approved by the directors and the sole shareholder of Holdings pursuant to Section 251 of the Delaware General Corporation Law. All 2,324,711 shares of SCI/EOG Holdings, Inc. presently issued and outstanding voted to approve the Plan of Merger 4. The Agreement and Plan of Merger was duly authorized and approved by the directors and sole shareholder of SCI Technology pursuant to Section 10-2B-11.03 of the Alabama Business Corporation Act. All 1,000 shares of SCI Technology presently issued and outstanding voted to approve the Plan of Merger. 5. SCI Technology will be the entity surviving the Merger (the "Surviving Corporation"), and the Articles of Incorporation of SCI Technology, as filed with the Secretary of State of Alabama, will be the Articles of Incorporation of SCI Technology following the Merger. 6. The Articles of Incorporation of SCI Technology, Inc. are filed in Madison County, Alabama. 7. The Merger shall be effective an June 30, 2001, at 11:59 p.m. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the Surviving Corporation has executed these Articles of Merger this ___ day of June, 2001. SCI TECHNOLOGY, INC. (Surviving Corporation) By: /s/ Michael M. Sullivan --------------------------------- Name: Michael M. Sullivan Title: General Counsel & Secretary -2- EXHIBIT A AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger") dated as of June 15, 2001, is by and between SCI TECHNOLOGY, INC., an Alabama corporation, and each of SCI/EOG Holdings, Inc., a Delaware Corporation, and EOG Holdings, Inc., a Delaware corporation (collectively, the "Constituent Entities"). STATEMENT OF FACTS The Board of Directors and sole shareholder of each of the Constituent Entities have determined that it is advisable, and for the benefit of each of SCI/EOG Holdings, Inc. and EOG, Inc. to merge with and into SCI TECHNOLOGY, INC. on the terms and conditions hereinafter set forth, and by resolutions duly adopted have approved the terms and conditions of this Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Constituent Entities agree as follows: 1. Each of SCI/EOG Holdings, Inc. and EOG, Inc. (sometimes referred to herein as the "Terminating Corporations") shall be merged with and into SCI TECHNOLOGY, INC, an Alabama corporation (sometimes referred to herein as the "Surviving Corporation"), in accordance with the provisions of the applicable statutes of the states of Delaware and Alabama, (the "Merger"). Upon the consummation of the Merger, the separate existence of the Terminating Corporations shall cease and the Surviving Corporation shall continue to exist and shall be the surviving corporation. 2. The Articles of Incorporation, Bylaws, directors and officers of SCI Technology, Inc. prior to the effective time and date of the Merger shall be the Articles of Incorporation, Bylaws, Directors and officers of the Surviving Corporation, without amendment. 3. At the Effective Time (as defined below), each share of stock of the Terminating Corporations issued and outstanding immediately prior to the Effective Time shall be automatically and without further action cancelled and retired without consideration. Each share of stock held in the Surviving Corporation issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding. 4. The directors and the proper officers of each of the Constituent Entities are hereby authorized, empowered and directed to do any and all acts and things and to make, execute, deliver, file and record any and all instruments, papers and documents necessary, proper or convenient to carry out the Merger (including, without limitation, filing a description or plan of merger or resolutions adopting the same in any form whatsoever. so long as such document filed is not inconsistent with this Plan of Merger). 5. The merger of the Terminating Corporations and the Surviving Corporation shall be effective upon the filing of the articles of merger and/or certificates of merger necessary to effect the Merger, or such other date and time as may be specified therein, or such other date and time as the directors and proper officers of the Terminating Corporations and the Surviving Corporation may determine (the "Effective Time"). [Remainder of this page intentionally left blank] -2- IN WITNESS WHEREOF, the Constituent Entities have each caused this Agreement to be executed by their respective duly authorized officers, as of the date first above written. SURVIVING ENTITY: SCI TECHNOLOGY, INC. By: /s/ Michael M. Sullivan --------------------------------- Name: Michael M. Sullivan Title: General Counsel & Secretary TERMINATING CORPORATIONS: SCI/EOG HOLDINGS, INC. By: /s/ Michael M. Sullivan --------------------------------- Name: Michael M. Sullivan Title: General Counsel & Secretary EOG, INC. By: /s/ Michael M. Sullivan --------------------------------- Name: Michael M. Sullivan Title: General Counsel & Secretary EX-3.1.44 43 f88326exv3w1w44.txt EXHIBIT 3.1.44 EXHIBIT 3.1.44 ARTICLES OF MERGER OF EOG, INC. (A DELAWARE CORPORATION) WITH AND INTO SCI TECHNOLOGY, INC. (A ALABAMA CORPORATION) Pursuant to the provisions of Section 10-2B-11.05 of the Alabama Business Corporation Act, the undersigned corporations adopt the following Articles of Merger. 1. An Agreement and Plan of Merger (the "Plan of Merger") has been adopted in accordance with the provisions of 10-2B-11.03 of the Alabama Business Corporation Act providing for the merger of EOG, Inc. with and into SCI Technology, Inc. (the "Merger"). A copy of the Agreement and Plan of Merger is attached hereto as Exhibit A. 2. The name and state of domicile of the constituent corporations are as follows: (a) EOG, Inc., a Delaware corporation ("EOG") and (b) SCI Technology, Inc., an Alabama corporation ("SCI Technology"). 3. The Agreement and Plan of Merger was duly authorized and approved by the directors and the sole shareholder of EOG pursuant to Section 251 of the Delaware General Corporation Law. All 1,000 shares of EOG presently issued and outstanding voted to approve the Plan of Merger. 4. The Agreement and Plan of Merger was duly authorized and approved by the directors and sole shareholder of SCI Technology pursuant to Section 10-2B-11.03 of the Alabama Business Corporation Act. All 1,000 shares of SCI Technology presently issued and outstanding voted to approve the Plan of Merger. 5. SCI Technology will be the entity surviving the Merger (the "Surviving Corporation"), and the Articles of Incorporation of SCI Technology, as filed with the Secretary of State of Alabama, will be the Articles of Incorporation of SCI Technology following the Merger. 6. The Articles of Incorporation of SCI Technology, Inc. are filed in Madison County, Alabama. 7. The Merger shall be effective on June 30, 2001, at 11:59 p.m. [REMAINDER OF PAGE INTENTIONAL LEFT BLANK] EXHIBIT A AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger"), dated as of June 15, 2001, is by and between SCI TECHNOLOGY, INC., an Alabama corporation, and each of SCI/EOG Holdings, Inc., a Delaware corporation, and EOG Holdings, Inc., a Delaware corporation (collectively, the "Constituent Entities"). STATEMENT OF FACTS The Board of Directors and sole shareholder of each of the Constituent Entities have determined that it is advisable, and for the benefit of each of SCI/EOG Holdings, Inc. and EOG, Inc. to merge with and into SCI TECHNOLOGY, INC. on the terms and conditions hereinafter set forth, and by resolutions duly adopted have approved the terms and conditions of this Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Constituent Entities agree as follows: 1. Each of SCI/EOG Holdings, Inc. and EOG, Inc. (sometimes referred to herein as the "Terminating Corporations") shall be merged with and into SCI TECHNOLOGY, INC., an Alabama corporation (sometimes referred to herein as the "Surviving Corporation"), in accordance with the provisions of the applicable statutes of the states of Delaware and Alabama, (the "Merger"). Upon the consummation of the Merger, the separate existence of the Terminating Corporations shall cease and the Surviving Corporation shall continue to exist and shall be the surviving corporation. 2. The Articles of Incorporation, Bylaws, directors and officers of SCI Technology, Inc. prior to the effective time and date of the Merger shall be the Articles of Incorporation, Bylaws, Directors and officers of the Surviving Corporation, without amendment. 3. At the Effective Time (as defined below), each share of stock of the Terminating Corporations issued and outstanding immediately prior to the Effective Time shall be automatically and without further action cancelled and retired without consideration. Each share of stock held in the Surviving Corporation issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding. 4. The directors and the proper officers of each of the Constituent Entities are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file and record any and all instruments, papers and documents necessary, proper or convenient to carry out the Merger (including, without limitation, filing a description or plan of merger or resolutions adopting the same in any form whatsoever, so long as such document filed is not inconsistent with this Plan of Merger). 5. The merger of the Terminating Corporations and the Surviving Corporation shall be effective upon the filing of the articles of merger and/or certificates of merger necessary to effect the Merger, or such other date and time as may be specified therein, or such other date and time as the directors and proper officers of the Terminating Corporations and the Surviving Corporation may determine (the "Effective Time"). [Remainder of this page intentionally left blank.] -2- IN WITNESS WHEREOF, the Constituent Entities have each caused this Agreement to be executed by their respective duly authorized officers as of the date first above written. SURVIVING ENTITY: SCI TECHNOLOGY, INC. By: /s/ Michael M. Sullivan --------------------------------- Name: Michael M. Sullivan Title: General Counsel & Secretary TERMINATING CORPORATIONS: SCI/EOG HOLDINGS, INC. By: /s/ Michael M. Sullivan --------------------------------- Name: Michael M. Sullivan Title: General Counsel & Secretary EOG, INC. By: /s/ Michael M. Sullivan --------------------------------- Name: Michael M. Sullivan Title: General Counsel & Secretary IN WITNESS WHEREOF, the Surviving Corporation has executed these Articles of Merger this ____ day of June, 2001. SCI TECHNOLOGY, INC. (SURVIVING CORPORATION) By: /s/ Michael M. Sullivan --------------------------------- Name: Michael M. Sullivan Title: General Counsel & Secretary -2- EX-3.1.45 44 f88326exv3w1w45.txt EXHIBIT 3.1.45 EXHIBIT 3.1.45 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INTERWORKS COMPUTER PRODUCTS Walter Boileau and Michael Sullivan certify that: (i) They are the Vice President, Treasurer and Secretary of Interworks Computer Products, a California corporation (the "Corporation"). (ii) The Articles of Incorporation of the Corporation are hereby amended and restated in full to read in their entirety as set forth in EXHIBIT A attached hereto and incorporated by reference as if fully set forth herein. (iii) Said Amended and Restated Articles of Incorporation have been duly approved by the Board of Directors of this Corporation. (iv) Said Amended and Restated Articles of Incorporation have been duly approved by the required vote of the shareholders of the Corporation entitled to vote in accordance with the Articles of Incorporation of this Corporation and Sections 902 and 903 of the California Corporations Code. The total number of shares entitled to vote with respect to the foregoing Amended and Restated Articles of Incorporation was 1,000 shares of Common Stock. The number of shares voting in favor of the Amended and Restated Articles of Incorporation equaled or exceeded the vote required. The percentage vote required was more than 50% of the outstanding shares of Common Stock. The undersigned declare under penalty of perjury that the matters set forth in this certificate are true and correct of their own knowledge. Date: December 17, 2002 /s/ Walter Boileau San Jose, California ------------------------------------- Walter Boileau Vice President, Treasurer /s/ Michael Sullivan ------------------------------------- Michael Sullivan Secretary EXHIBIT A ARTICLE I The name of the corporation is Interworks Computer Products. ARTICLE II The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. ARTICLE III The corporation is authorized to issue one class of stock to be designated "Common Stock" The total number of shares of Common Stock the corporation shall have authority to issue is One Thousand (1,000). ARTICLE IV 1. Limitation of Directors' Liability. The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. 2. Indemnification of Corporate Agents. This Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, votes of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Sectio 204 of the California Corporations Code with respect to actions for breach of duty to this Corporation and its shareholders. 3. Repeal or Modification. Any amendment, repeal or modification of the foregoing provisions of this Article IV shall not adversely affect any right of indemnification or limitation of liability of an agent of this Corporation relating to acts or omissions occurring prior to such amendment, repeal or modification. EX-3.1.46 45 f88326exv3w1w46.txt EXHIBIT 3.1.46 EXHIBIT 3.1.46 CERTIFICATE OF FORMATION OF SANMINA GENERAL, L.L.C. FIRST: The name of the limited liability company formed hereby is: Sanmina General, L.L.C. SECOND: The address of the company's registered office in the State of Delaware is: The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the company's registered agent at such address is The Corporation Trust Company. THIRD: The purpose of the company is to engage in any lawful act of activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act. FOURTH: The company shall be managed by its members in accordance with the terms of its limited liability company agreement. FIFTH: No member of the company shall be obligated personally for any debt, obligation or liability of the company solely by reason of being a member of the company. The failure to observe any formalities relating to the business or affairs of the company shall not be grounds for imposing personal liability on any member for the debts, obligations or liabilities of the company. SIXTH: The company reserves the right to amend or repeal any provision contained herein in the manner now or hereafter prescribed by law and in the company's limited liability company agreement. THE UNDERSIGNED, as an authorized person, hereby executes this Certificate of Formation for the purpose of forming a limited liability company under the Act (6 Del.C. Section 18-101 et seq.) The undersigned hereby declares that to the best of the undersigned's knowledge and belief, the facts stated above are true, and accordingly executes this Certificate of Formation as of December 30, 1999. /s/ Elizabeth D. Jordan ------------------------------------- Elizabeth D. Jordan, Authorized Person EX-3.1.47 46 f88326exv3w1w47.txt EXHIBIT 3.1.47 EXHIBIT 3.1.47 CERTIFICATE OF FORMATION OF SANMINA LIMITED, L.L.C. FIRST: The name of the limited liability company formed hereby is: Sanmina Limited, L.L.C. SECOND: The address of the company's registered office in the State of Delaware is: The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the company's registered agent at such address is The Corporation Trust Company. THIRD: The purpose of the company is to engage in any lawful act of activity for which a limited liability company may be organized under the Delaware Limited Liability Company Act. FOURTH: The company shall be managed by its members in accordance with the terms of its limited liability company agreement. FIFTH: No member of the company shall be obligated personally for any debt, obligation or liability of the company solely by reason of being a member of the company. The failure to observe any formalities relating to the business or affairs of the company shall not be grounds for imposing personal liability on any member for the debts, obligations or liabilities of the company. SIXTH: The company reserves the right to amend or repeal any provision contained herein in the manner now or hereafter prescribed by law and in the company's limited liability company agreement. THE UNDERSIGNED, as an authorized person, hereby executes this Certificate of Formation for the purpose of forming a limited liability company under the Act (6 Del.C. Section 18-101 et seq.) The undersigned hereby declares that to the best of the undersigned's knowledge and belief, the facts stated above are true, and accordingly executes this Certificate of Formation as of December 30, 1999. /s/ Elizabeth D. Jordan ------------------------------------- Elizabeth D. Jordan, Authorized Person EX-3.1.48 47 f88326exv3w1w48.txt EXHIBIT 3.1.48 EXHIBIT 3.1.48 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VIKING COMPONENTS INCORPORATED Walter Boileau and Michael Sullivan certify that: (i) They are the Vice President, Treasurer and Secretary of Viking Components Incorporated, a California corporation (the "Corporation"). (ii) The Articles of Incorporation of the Corporation are hereby amended and restated in full to read in their entirety as set forth in EXHIBIT A attached hereto and incorporated by reference as if fully set forth herein. (iii) Said Amended and Restated Articles of Incorporation have been duly approved by the Board of Directors of this Corporation. (iv) Said Amended and Restated Articles of Incorporation have been duly approved by the required vote of the shareholders of the Corporation entitled to vote in accordance with the Articles of Incorporation of this Corporation and Sections 902 and 903 of the California Corporations Code. The total number of shares entitled to vote with respect to the foregoing Amended and Restated Articles of Incorporation was 250,000 shares of Common Stock. The number of shares voting in favor of the Amended and Restated Articles of Incorporation equaled or exceeded the vote required. The percentage vote required was more than 50% of the outstanding shares of Common Stock. The undersigned declare under penalty of perjury that the matters set forth in this certificate are true and correct of their own knowledge. Date: December 17, 2002 San Jose, California /s/ Walter Boileau ------------------------------------- Walter Boileau Vice President, Treasurer /s/ Michael Sullivan ------------------------------------- Michael Sullivan Secretary EXHIBIT A ARTICLE I The name of the corporation is Viking Components Incorporated. ARTICLE II The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. ARTICLE III The corporation is authorized to issue one class of stock to be designated "Common Stock." The total number of shares of Common Stock the corporation shall have authority to issue is Two Hundred Million (200,000,000). Upon the amendment of this article, each outstanding share of Common Stock shall be split up and converted into Six Hundred and Eighty (680) shares of Common Stock. ARTICLE IV 1. Limitation of Directors' Liability. The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. 2. Indemnification of Corporate Agents. This Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, votes of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to this Corporation and its shareholders. 3. Repeal or Modification. Any amendment, repeal or modification of the foregoing provisions of this Article IV shall not adversely affect any right of indemnification or limitation of liability of an agent of this Corporation relating to acts or omissions occurring prior to such amendment, repeal or modification. [Governmental Seal] EX-3.1.49 48 f88326exv3w1w49.txt EXHIBIT 3.1.49 EXHIBIT 3.1.49 ARTICLES OF CONVERSION OF SANMINA CABLE SYSTEMS, INC. Pursuant to the provisions of article 5.17 of the Texas Business Corporation Act and section 6132b-9.05 of the Texas Revised Partnership Act, the undersigned converting entity certifies the following Articles of Conversion adopted for the purpose of effecting a conversion in accordance with the provisions of the Texas Business Corporation Act and the Texas Revised Limited Partnership Act. 1. A plan of conversion was approved and adopted in accordance with the provisions of article 5.03 of the Texas Business Corporation Act providing for the conversion of Sanmina Cable Systems, Inc., a corporation incorporated under the Texas Business Corporation Act, to Sanmina Texas, L.P., a Texas limited partnership. 2. An executed plan of conversion is on file at the principal place of business of the converting entity at 1201 West Crosby Road, Carrollton, Texas 75006 and, from and after the conversion, an executed plan of conversion will be on file at the principal place of business of the converted entity at 1201 West Crosby Road, Carrollton, Texas 75006. 3. A copy of the plan of conversion will be furnished by the converting entity (prior to the conversion) or by the converted entity (after the conversion) on written request and without cost to any shareholder or member of the converting entity or the converted entity. 4. The approval of the plan of conversion was duly authorized by all action required by the laws under which Sanmina Cable Systems, Inc. is incorporated and by its constituent documents. The number of outstanding shares entitled to vote is 7,935. 5. The number of shares voted for and against the plan of conversion, respectively, are as follows:

Total Voted For Total Voted Against - --------------- ------------------- 7,935 -0-

6. Two copies of the Certificate of Limited Partnership of Sanmina Texas, L.P. which is to be created pursuant to the plan of conversion are being filed with the Secretary of State with the Articles of Conversion. A copy of the Certificate of Limited Partnership of Sanmina Texas, L.P. is attached as an exhibit to these Articles of Conversion. 7. Sanmina Texas, L.P. will be responsible for the payment of all fees and franchise taxes for which the Sanmina Cable Systems, Inc. is liable, and further, Sanmina Texas, L.P. will be obligated to pay such fees and franchise taxes if the same are not timely paid. 8. The conversion will become effective on January 1, 2000 at 12:01 a.m. in accordance with the provisions of article 10.03 of the Texas Business Corporation Act and section 2.12 of the Texas Revised Limited Partnership Act. Dated:____________________ SANMINA CABLE SYSTEMS, INC. By: /s/ Daniel Vick -------------------------------- Name: Daniel Vick, President -2- [THE STATE OF TEXAS SEAL] OFFICE OF THE SECRETARY OF STATE CORPORATIONS SECTION P.O. BOX 13697 AUSTIN, TEXAS 78711-3697 CERTIFICATE OF LIMITED PARTNERSHIP 1. The name of the limited partnership is: Sanmina Texas, L.P. 2. The street address of its proposed registered agent in Texas is (a P.O. Box is not sufficient): 811 Dallas Ave.,, Houston, TX 77002; And the name of its proposed registered agent in Texas at such address is: CT Corporation System. 3. The address of the principal office in the United States where records of the partnership are to be kept or made available is: 2700 N. First Street, San Jose, CA 95134. 4. The name, the mailing address and the street address of the business or residence of each general partner are as follows:

MAILING ADDRESS STREET ADDRESS NAME (INCLUDE CITY, STATE, ZIP CODE) (INCLUDE CITY, STATE, ZIP CODE) - ----------------------------------------------------------------------------------------------------- Sanmina General, L.L.C. C/o Sanmina Corporation [Same] 2700 North First St. San Jose, CA 95134

5. The partnership is being created pursuant to that certain Plan of Conversion dated as of January 1, 2000, for Sanmina Cable Systems, Inc., a Texas corporation. 6. Information regarding the prior form of organization, is as follows: (a) Name: Sanmina Cable Systems, Inc. (b) Address: 1201 West Crosby Road Carrollton, TX 75006 (c) Prior form of organization: Texas business corporation (d) Date of incorporation: April 15, 1986 (e) Jurisdiction: Texas. Sanmina General, L.L.C. By: /s/ Elizabeth Jordan -------------------------------------- Elizabeth Jordan, Authorized Person -2- EX-3.1.50 49 f88326exv3w1w50.txt EXHIBIT 3.1.50 EXHIBIT 3.1.50 ASSUMED NAME CERTIFICATE FOR INCORPORATED BUSINESS OR PROFESSION, LIMITED PARTNERSHIP, REGISTERED LIMITED LIABILITY PARTNERSHIP LIMITED LIABILITY COMPANY The undersigned, for the purpose of complying with Section 36.11 of the Assumed Business or Professional Name Act of the Texas Business and Commerce Code, shall hereby certify as follows: 1. The name of the entity as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is: SANMINA TEXAS, L.P. 2. The assumed name under which the business or professional service is or is to be conducted or rendered is: Sanmina, L.P. 3. The state, country or other jurisdiction under the laws of which it was incorporated, organized or associated is: Texas; and the address of its registered or similar office in that jurisdiction is: 811 Dallas Ave., Houston, TX 77002. 4. The period, not to exceed ten (10) years, during which the assumed name will be used is: TEN (10) YEARS. 5. The entity is a: Texas limited partnership 6. If the entity is required to maintain a registered office in Texas, the address of its registered office in Texas is: 811 Dallas Ave., Houston, TX 77002; and the name if its registered agent at such address is: CT Corporation System. If the address of its principal office is not the same as the registered office in Texas, its principal office address is: 1201 West Crosby Rd., Carrollton, TX 75006. 7. If the entity is not required or does not maintain a registered office in Texas, its office address in Texas is: [not applicable]; and If the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is: [not applicable]; and the office address elsewhere is: [not applicable]. 8. The county or counties where the business or professional services are being or are to be conducted or rendered under such assumed name is/are (if applicable, use the designation "ALL" or "ALL EXCEPT"): ALL COUNTIES IN TEXAS. Sanmina Texas, L.P. By: Sanmina General, L.L.C., a Delaware limited liability company, General Partner By: /s/ Elizabeth Jordan ------------------------------------------- Elizabeth Jordan, Authorized Person STATE OF CALIFORNIA Section COUNTY OF Santa Clara Section Before me, the undersigned authority, personally appeared Elizabeth Jordan, Authorized Person of Sanmina General, L.L.C., a Delaware limited liability company, the general partner of Sanmina Texas, L.P., a Texas limited partnership, and acknowledged to me that she executed the foregoing instrument for the purpose and consideration therein expressed, on behalf of said limited liability company and limited partnership. /s/ J. R. Robles 1/5/00 ----------------------------------------------- Notary Public, State of California -2- EX-3.1.51 50 f88326exv3w1w51.txt EXHIBIT 3.1.51 EXHIBIT 3.1.51 ARTICLES OF INCORPORATION Executed by the undersigned for the purpose of forming a Wisconsin corporation under Chapter 180 of the Wisconsin statutes: Article 1. The name of the corporation shall be MANU-TRONICS, INC. Article 2. The period of existence shall be PERPETUAL. Article 3. The purposes shall be to engage in any lawful activity authorized by Chapter 180 of the Wisconsin Statutes. Article 4. The number of shares which it shall have authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, is: SERIES PAR VALUE PER SHARE OR STATEMENT CLASS (IF ANY) NUMBER OF SHARES THAT SHARES ARE WITHOUT PAR VALUE COMMON 2,000 NO PAR Article 5. The preferences, limitations, designation, and relative rights of each class or series of stock, are: NONE Article 6. Address of initial registered office is Room 412 Kenosha National Bank Bldg., 625-57th Street, Kenosha, Wisconsin 53140 Article 7. Name of initial registered agent at such address is CHARLES A. LEPP. Article 8. The number of directors constituting the initial board of directors shall be THREE (3). Thereafter the number shall be fixed by by-law but shall not be less than three. Article 9. The name and address of incorporator (or incorporators) are: NAME ADDRESS (NUMBER, STREET AND CITY) ROBERT W. RODERS 1709 - 80th St., Kenosha, Wis. 53140 - ---------------------- --------------------------------------- ELLIS W. JOHNSON 7912 - 30th Ave., " " " - ---------------------- --------------------------------------- ARTHUR A. ALBERT 2201 Joppa Ave., Zion, Ill. 60099 - ---------------------- --------------------------------------- Article 10. (Other provisions) NONE Article 11. These articles may be amended in the manner authorized by law at the time of amendment. Executed in duplicate on the 29th day of July , 196 9 ------ ---------- --- /s/ Robert W. Roders --------------------------------- /s/ Ellis W. Johnson --------------------------------- /s/ Arthur A. Albert --------------------------------- --------------------------------- STATE OF WISCONSIN County of KENOSHA Personally came before me this 29th day of July A.D. 196 9 ------ --------- --- the above named ROBERT W. RODERS, ELLIS W. JOHNSON and ARTHUR A. ALBERT ----------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- to me known to be the persons who executed the foregoing instrument, and - ----- acknowledged the same. /s/ [ILLEGIBLE] ----------------------------------- Notary Public (Notarial Seal) My Commission is PERMANENT EX-3.1.52 51 f88326exv3w1w52.txt EXHIBIT 3.1.52 EXHIBIT 3.1.52 ARTICLES OF MERGER OF SANM ACQUISITION SUBSIDIARY, INC. WITH AND INTO MANU-TRONICS, INC. UNDER SECTION 180.1105 OF THE BUSINESS CORPORATION LAW OF THE STATE OF WISCONSIN Pursuant to Section 180.1105 of the Business Corporation Law of the State of Wisconsin, Manu-tronics, Inc., a Wisconsin corporation ("Manu"), hereby certifies to the following information relating to the merger of SANM Acquisition Subsidiary, Inc., a Wisconsin corporation ("SANM") with and into Manu (the "Merger"). I. The name of the merging Wisconsin corporation is: SANM Acquisition Subsidiary, Inc. II. The name of the surviving Wisconsin corporation is: Manu-tronics, Inc. III. The Agreement and Plan of Merger, dated March 30, 1999 by and among Sanmina Corporation, a Delaware corporation, SANM and Manu (the "Merger Agreement"), and adopted by the surviving and the non-surviving corporations is attached hereto as Exhibit A. IV. The Agreement setting forth the terms and conditions of the Merger has been approved by each corporation that is a party to the merger, in accordance with the provisions of Section 180.1103 of the Wisconsin statutes. Executed by the surviving corporation on behalf of all parties to the merger this 30th day of March, 1999, effective as of March 30, 1999. MANU-TRONICS, INC. /s/ Roger R. Mayer ------------------------------ Roger R. Mayer, President & CEO THIS DOCUMENT IS DRAFTED BY: ROSEANN M. ROTANDARO, ESQ., WILSON SONSINI GOODRICH & ROSATI 650 PAGE MILL ROAD, PALO ALTO, CA 94306 EXHIBIT A AGREEMENT AND PLAN OF MERGER EXHIBIT A AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 30, 1999 AMONG SANMINA CORPORATION SANM ACQUISITION SUBSIDIARY, INC. AND MANU-TRONICS, INC. TABLE OF CONTENTS

Page ---- ARTICLE I THE MERGER.......................................................................... 1 SECTION 1.1. The Merger......................................................... 1 SECTION 1.2. Closing............................................................ 2 SECTION 1.3. Effective Time..................................................... 2 SECTION 1.4. Effects of the Merger.............................................. 2 SECTION 1.5. Certificate of Incorporation and Bylaws............................ 2 SECTION 1.6. Directors.......................................................... 2 SECTION 1.7. Officers........................................................... 2 SECTION 1.8. Effect on Capital Stock............................................ 2 SECTION 1.9. Dissenting Shares.................................................. 4 SECTION 1.10. Exchange of Certificates........................................... 4 SECTION 1.11. Escrow............................................................. 7 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................................... 7 SECTION 2.1. Organization, Standing and Corporate Power......................... 7 SECTION 2.2. Subsidiaries....................................................... 8 SECTION 2.3. Capital Structure.................................................. 8 SECTION 2.4. Authority; Noncontravention........................................ 8 SECTION 2.5. Financial Information.............................................. 9 SECTION 2.6. Absence of Certain Changes or Events............................... 10 SECTION 2.7. Litigation......................................................... 11 SECTION 2.8. Contracts.......................................................... 11 SECTION 2.9. Compliance with Laws............................................... 12 SECTION 2.10. Environmental Matters.............................................. 12 SECTION 2.11. Labor Matters...................................................... 14 SECTION 2.12. Absence of Changes in Benefit Plans................................ 14 SECTION 2.13. ERISA Compliance................................................... 15 SECTION 2.14. S Corporation Status............................................... 17 SECTION 2.15. Taxes.............................................................. 17 SECTION 2.16. No Excess Parachute Payments....................................... 17 SECTION 2.17. Title to Properties................................................ 18 SECTION 2.18. Intellectual Property.............................................. 18 SECTION 2.19. Voting Requirements................................................ 19 SECTION 2.20. Brokers; Schedule of Fees and Expenses............................. 19 SECTION 2.21. Accounting Matters................................................. 19 SECTION 2.22. Equipment and Other Personal Property Leases....................... 19 SECTION 2.23. Product and Service Warranties..................................... 19 SECTION 2.24. Orders, Commitments and Returns.................................... 20 SECTION 2.25. Customers.......................................................... 20 SECTION 2.26. Suppliers.......................................................... 20

-i- TABLE OF CONTENTS (CONTINUED)

Page ---- SECTION 2.27. Inventory.......................................................... 20 ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB.................................. 21 SECTION 3.1. Organization, Standing and Corporate Power......................... 21 SECTION 3.2. Capital Structure.................................................. 21 SECTION 3.3. Authority; Noncontravention........................................ 22 SECTION 3.4. SEC Documents...................................................... 23 SECTION 3.5. Absence of Certain Changes or Events............................... 23 SECTION 3.6. Litigation......................................................... 24 SECTION 3.7. Compliance with Laws............................................... 25 SECTION 3.8. Taxes.............................................................. 25 SECTION 3.9. Title to Properties................................................ 25 SECTION 3.10. Voting Requirements................................................ 25 SECTION 3.11. Brokers; Schedule of Fees and Expense.............................. 25 SECTION 3.12. Accounting Matters................................................. 26 SECTION 3.13. Interim Operations of Sub.......................................... 26 ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME................................................ 26 SECTION 4.1. Conduct of Business by the Company................................. 26 ARTICLE V ADDITIONAL AGREEMENTS............................................................... 28 SECTION 5.1. Registration of Parent Common Stock................................ 28 SECTION 5.2. Access to Information; Confidentiality............................. 28 SECTION 5.3. No Solicitation.................................................... 28 SECTION 5.4. Public Announcements............................................... 29 SECTION 5.5. Letters of the Company's Accountants............................... 29 SECTION 5.6. Letters of Parent's Accountants.................................... 29 SECTION 5.7. Affiliates; Lockup Agreements...................................... 29 SECTION 5.8. Pooling of Interests............................................... 30 SECTION 5.9. Tax Treatment...................................................... 30 SECTION 5.10. FIRPTA............................................................. 30 SECTION 5.11. NMS Listing........................................................ 30 SECTION 5.12. Stop Transfer...................................................... 30 SECTION 5.13. Non-Competition Agreement.......................................... 30 SECTION 5.14. Certain Tax Matters................................................ 30 SECTION 5.15. Reasonable Efforts; Notification................................... 31 SECTION 5.16. Fees and Expenses.................................................. 32 SECTION 5.17. Executive Compensation Matters..................................... 32 SECTION 5.18. Facility Lease..................................................... 32 SECTION 5.19. S Corporation Tax Matters.......................................... 32

-ii- TABLE OF CONTENTS (CONTINUED)

Page ---- ARTICLE VI CONDITIONS PRECEDENT TO THE MERGER................................................. 33 SECTION 6.1. Conditions to Obligations of Each Party to Effect the Merger....... 33 SECTION 6.2. Additional Conditions to Obligation of the Company................. 34 SECTION 6.3. Additional Conditions to Obligations of Parent and Sub............. 34 ARTICLE VII SURVIVAL, ESCROW AND INDEMNIFICATION.............................................. 35 SECTION 7.1. Survival of Representations and Warranties......................... 35 SECTION 7.2. Limitation of Remedies............................................. 39 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER................................................ 39 SECTION 8.1. Termination........................................................ 39 SECTION 8.2. Effect of Termination.............................................. 40 SECTION 8.3. Amendment.......................................................... 40 SECTION 8.4. Extension; Waiver.................................................. 41 ARTICLE IX GENERAL PROVISIONS................................................................. 41 SECTION 9.1. Notices............................................................ 41 SECTION 9.2. Definitions........................................................ 42 SECTION 9.3. Interpretation..................................................... 42 SECTION 9.4. Counterparts....................................................... 42 SECTION 9.5. Entire Agreement; No Third-Party Beneficiaries..................... 42 SECTION 9.6. Governing Law...................................................... 43 SECTION 9.7. Assignment......................................................... 43 SECTION 9.8. Enforcement........................................................ 43 SECTION 9.9. Severability....................................................... 43

Exhibit A: Shareholder Agreement Exhibit B: Escrow Agreement Exhibit C: Registration Rights Agreement Exhibit D: Company Affiliate Agreement Exhibit E: Parent Affiliate Agreement Exhibit F: Noncompetition Agreement Exhibit G: Employment Agreement Exhibit H: Lease Agreement Exhibit I: Indemnification Agreement -iii- AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of March 30, 1999, among Sanmina Corporation, a Delaware corporation ("Parent"), SANM Acquisition Subsidiary, Inc., a Wisconsin corporation and a wholly owned subsidiary of Parent ("Sub"), and Manu-tronics, Inc., a Wisconsin corporation (the "Company"). RECITALS A. The respective Boards of Directors of Parent, Sub and the Company, and Parent, acting as the sole shareholder of Sub, have approved the merger of Sub with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of common stock, no par value, of the Company ("Company Common Stock"), other than Company Common Stock owned by Parent, Sub or the Company, will be converted into the right to receive common stock, par value $.01 per share, of Parent ("Parent Common Stock"). B. Substantially concurrently herewith and as a condition and inducement to Parent's willingness to enter into this Agreement, Parent and certain shareholders of the Company have entered into a Shareholder Agreement in the form attached hereto as Exhibit A (the "Shareholder Agreement"). C. Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger. D. For Federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). E. For financial accounting purposes, it is intended that the Merger will be accounted for as a pooling of interests transaction. NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties hereto agree as follows: ARTICLE I THE MERGER SECTION 1.1. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance wish the Business Corporation Law of the State of Wisconsin (the "Wisconsin Law"), Sub shall be merged with and into the Company at the Effective Time (as defined in Section 1.3). Following the Merger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Sub in accordance with the Wisconsin Law. At the election of Parent, any direct or indirect wholly owned subsidiary (as defined in Section 9.2) of Parent may be substituted for Sub as a constituent corporation in the Merger. In such event, the parties hereto agree to execute an appropriate amendment to this Agreement in order to reflect such substitution. SECTION 1.2. Closing. The closing of the Merger (the "Closing") will take place at 10:00 a.m. on a date to be specified by the parties, which shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VI (the "Closing Date"), at the offices of O'Connor & Willems, S.C., 6633 Green Bay Road, Kenosha, Wisconsin 53142, unless another date or place is agreed to in writing by the parties hereto. SECTION 1.3. Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, the parties shall file articles of merger or other appropriate documents (in any such case, the "Articles of Merger") executed in accordance with the relevant provisions of the Wisconsin Law and shall make all other filings or recordings required under the Wisconsin Law. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Wisconsin Department of Financial Institutions, or at such other time as Parent and the Company shall agree should be specified in the Articles of Merger (the time the Merger becomes effective being the "Effective Time"). SECTION 1.4. Effects of the Merger. The Merger shall have the effects set forth in Section 180.1106 of the Wisconsin Law. SECTION 1.5. Certificate of Incorporation and Bylaws. (a) The Articles of Incorporation of Sub, as in effect immediately prior to the Effective Time and as attached hereto, shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The Bylaws of Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. SECTION 1.6. Directors. The directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. SECTION 1.7. Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. SECTION 1.8. Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub: -2- (a) Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, with no par value, of the Surviving Corporation. (b) Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Company Common Stock that is owned by the Company and each share of Company Common Stock that is owned by Parent or Sub shall automatically be canceled and retired and shall cease to exist and no Parent Common Stock or other consideration shall be delivered in exchange therefor. (c) Conversion of Company Common Stock. Subject to Section 1.10(e) and 1.11, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 1.8(b)) shall be converted into the right to receive a number of fully paid and nonassessable shares of Parent Common Stock equal to the quotient of (X) divided by (Y), where (X) equals 750,000 (the "Consideration Common") and (Y) equals the number of issued and outstanding shares of Company Common Stock at the Effective Tune (such quotient being hereafter referred to as the "Exchange Ratio"). The Exchange Ratio will be subject to adjustment as follows: In the event that at the Effective Time the Consideration Common Value (as defined below) is less than $40,500,000, the number of Consideration Common shares will be increased to an amount equal to $40,500,000 divided by the Average Pre-Closing Price (as defined below) up to a maximum aggregate of 900,000 Consideration Common shares. In the event that at the Effective Time, the Consideration Common Value is greater than $51,000,000, the number of Consideration Common shares will be decreased to an amount equal to $51,000,000 divided by the Average Pre-Closing Price subject to a minimum aggregate of 600,000 Consideration Common shares. For purposes hereof, "Consideration Common Value" shall be equal to the number of Consideration Common shares multiplied by the Average Pre-Closing Price (as defined below) and "Average Pre-Closing Price" shall be equal to the average of the last reported sale price of Sanmina Common Stock on the NASDAQ National Market on the ten consecutive trading days ending on the trading day prior to the date as of which the Consideration Common Value is being determined. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.10, without interest, and the right to receive the dividend in accordance with Section 4.1(a). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or if Parent pays an extraordinary dividend, the Exchange Ratio shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange or extraordinary dividend. -3- (d) Stock Option Plans. Company does not have, as of the date of this Agreement, and will not at the Effective Time have any stock option, stock purchase or other plan providing for the issuance of stock, options, stock purchase rights or similar rights to employees, directors, consultants or other parties. SECTION 1.9. Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, the shares of any holder of Company Common Stock who has demanded and perfected appraisal rights for such shares in accordance with the Wisconsin Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights ("Dissenting Shares"), shall not be converted into or represent a right to receive Parent Common Stock pursuant to Section 1.8(c) but the holder thereof shall only be entitled to such rights as are granted by the Wisconsin Law. (b) Notwithstanding the provisions of subsection (a), if any holder of shares of Company Common Stock who demands appraisal of such shares under the Wisconsin Law shall effectively withdraw the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Parent Common Stock, without interest thereon, upon surrender of the certificate representing such shares. (c) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Common Stock, withdrawals of such demands, and any other instruments served pursuant to the Wisconsin Law and received by the Company which relate to any such demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the Wisconsin Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal of Company Common Stock or offer to settle or settle any such demands. SECTION 1.10. Exchange of Certificates. (a) Exchange Agent. As of the Effective Tune, Parent shall deposit with Norwest Bank Minnesota, N.A. or such other bank or trust company as may be designated by Parent (the "Exchange Agent"), for the benefit of the holders of sham of Company Common Stock, for exchange in accordance with this Article I, through the Exchange Agent, certificates representing the shares of Parent Common Stock (such share of Parent Common Stock, together with say dividends or distributions with respect thereto with a record date after the Effective Tune sad any each payments in lieu of any fractional shares of Parent Common Stock, being hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.8 in exchange for outstanding shares of Company Common Stock, other than the shares of Company Common Stock that will be deposited in escrow pursuant to Section 1.11. (b) Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or -4- certificates which immediately prior to the Effective Time represented outstanding share of Company Common Stock (the "Certificates") which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.8(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of Section 1.8 after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.10(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.10(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon ach surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 1.10(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.10(c). No interest will be paid or will accrue on any cash payable pursuant to Sections 1.10(c) or 1.10(e). (c) Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shams shall be paid to any such holder pursuant to Section 1.10(e) until the holder of record of such Certificate shall surrender such Certificate. Following surrender of any such Certificate, there shall be paid to the record holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distribution with a record date after the -5- Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock. (d) No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Section 1.10. (e) No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of parent. (ii) Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount, less the amount of any withholding taxes which may be required thereon, equal to such fractional part of a share of Parent Common Stock multiplied by the per share closing price of Parent Common Stock on the Closing Date, as such price is reported on the Nasdaq Stock Market Nations Market (as reported by The Wall Street Journal, or, if not reported thereby, any other authoritative source). (f) Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent upon demand, and any holders of the Certificates who have not therefore complied with this Article I shall thereafter look only to Parent for payment of their claim for Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (g) No Liability. None of Parent, Sub, the Company or the Exchange Agent shall be liable to any person in respect of any shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. -6- (h) Investment of Exchange Fund. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. (i) Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by parent, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that any be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash in lieu of fractional shares, and unpaid dividends and distributions can shares of Parent Common Stock deliverable in respect thereof, pursuant to this Agreement. SECTION 1.11. Escrow. At the Closing, Parent shall withhold from the Consideration Common and deliver to the Norwest Bank Minnesota, N.A. as Escrow Agent (in its capacity as Escrow Agent, the "Escrow Agent"), pursuant to the terms of an Escrow Agreement among Parent, Roger R. Mayer (the "Shareholder Agent") and the Escrow Agent substantially in the form of Exhibit B hereto (the "Escrow Agreement"), 10% of the aggregate Consideration Common (such amount, together with dividends or other distributions and earnings thereon, being referred to herein as the "Escrow Amount"), which Escrow Amount shall be held and disbursed in accordance with the terms of the Escrow Agreement. The Escrow Amount shall be available to compensate Parent and its affiliates for any claims, losses, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, incurred by parent, its officers, directors or affiliates (including the Surviving Corporation) in accordance with the indemnification provisions of Article VII of this Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth on the disclosure schedule delivered by the Company to Parent prior to the execution of this Agreement (the "Company Disclosure Schedule"), the Company represents and warrants to Parent and Sub as follows: SECTION 2.1. Organization, Standing and Corporate Power. The Company and each of its subsidiaries (as defined in Section 9.2) is a corporation duly organized, validly exiting and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now being conducted. The Company and each of its subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in any such jurisdiction where the failure to be so qualified or licensed individually or in the aggregate would not have a material adverse effect (as defined in Section 9.2) on the Company. The Company has delivered to Parent complete and correct copies of the Articles of Incorporation and Bylaws, in each use as amended to the date hereof, of the Company and of each of its subsidiaries. -7- SECTION 2.2. Subsidiaries. Except as set forth in Section 2.2 of the Company Disclosure Schedule, the Company has no subsidiaries and does not own, directly or indirectly, beneficially or of record, any shares of capital stock or other security of any other entity or any other investment in any other entity. SECTION 2.3. Capital Structure. The authorized capital stock of the Company consists of 2,000 shares of Company Common Stock, no per value. At the close of business on the date immediately preceding the date of this Agreement, (a) 1,938 shares of Company Common stock were issued and outstanding, (b) no shares of Company Common Stock were held by the Company in its treasury and (c) no shares of Company Common Stock were reserved for issuance pursuant to stock option, stock purchase or similar plans. The holders of record and beneficial owners of all of the issued and outstanding shares of Company Common Stock are set forth on Section 2.3 of the Company Disclosure Schedule. Except as set forth above, at the close of business on the date immediately preceding the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into securities having the right to vote) on any matters on which shareholders of the Company may vote. There are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of the Company. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of capital stock of the Company. All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, "Liens") or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of the Company. There are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. SECTION 2.4. Authority; Noncontravention. The Company has the requisite corporate power and authority to enter into this Agreement and, subject to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, to consummate the -8- transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Company under any provision of (a) the Articles of Incorporation or Bylaws of the Company, (b) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or its properties or assets except the two (2) InvestorsBank Commitments and Loan Agreements both dated September 22, 1998 and the Bank One Wisconsin f/k/a Bank One, Milwaukee, National Association, Second Amended and Restated Loan and Security Agreement dated June 29, 1998 or (c), subject to the governmental filings and other matters referred to in the following sentence, any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree applicable to the Company or its properties or assets, other than, in the case of clause (b) and clause (c)(i), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement, or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party, including any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a Governmental Entity"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (1) the filing of a Premerger Notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (2) the filing of the Articles of Merger with the Wisconsin Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. SECTION 2.5. Financial Information. (a) The Company has furnished Parent with a copy of (i) the unaudited balance sheet of the Company as of December 31, 1998, and the related unaudited statements of income and cash flows for the 3 month period then ended (together with any notes thereto, the "Interim -9- Financials"), and (ii) the audited balance sheets of the Company as of September 26, 1998, 1997 and 1996 and the related audited statements of operations, shareholders' equity and cash flows for the fiscal years then ended together with any notes thereto (collectively, the "Annual Financials"). Interim Financials and the Annual Financials (including, any related note to arch statements) (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, except to the extent required by change in GAAP and (ii) fairly and accurately present the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods indicated. (b) Except as and to the extent set forth in the balance sheet included in the Interim Financials or except as disclosed in the Company Disclosure Schedule, the Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business since December 31, 1998, none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit. SECTION 2.6. Absence of Certain Changes or Events. Since the date of the Interim Financials, the Company has conducted its business only in the ordinary course consistent with past practice, and there has not been: (a) any material adverse change (as defined in Section 9.2) in the company or any of its subsidiaries; (b) except as disclosed in Section 2.6(b) of the Company Disclosure Schedule or except as set forth in Section 4.1(a) of this Agreement any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock; (c) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock; (d) (x) any granting by the Company or any of its subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business consistent with prior practice, (y) any granting by the Company or any of its subsidiaries to any officer of any increase in severance or termination pay or (z) any entry by the Company or any of its subsidiaries into any employment, severance or termination agreement with any officer; (e) any damage, destruction or loans, whether or not covered by insurance, that individually or in the aggregate would have a material adverse effect on the Company or any of its subsidiaries; -10- (f) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles; (g) any tax election that individually or in the aggregate would have a material adverse effect an the Company or any of its tax attributes or any settlement or compromise of any material income tax liability; (h) any incurrence of any material obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except items incurred in the ordinary course of business and conduct with past practice; (i) any write-down of the value of any of the Inventory (as defined herein) of the Company or of any of its subsidiaries, except for immaterial write-downs and write-offs made in the ordinary course of business, consistent with past practice and at a rate no greater than during the twelve (12) months ended December 31, 1998; (j) any cancellation of any debts or claims, or waiver of any rights, of substantial value; (k) any sale, transfer, conveyance, encumbrance or grant of any security interest in any of the Company's assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (l) except capital expenditures in connection with the Company's facility expansion project as disclosed in Section 2.6(l) to the Company's Disclosure Schedule, any capital expenditure or commitment in excess of $100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets of the Company; or (m) any agreement, whether in writing or otherwise, to take any action described in this Section 2.6. SECTION 2.7. Litigation. There is no suit, action or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries that individually or in the aggregate would have a material adverse effect on the Company, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against, or, to the knowledge of the Company, investigation by any Governmental Entity involving, the Company or any of its subsidiaries that individually or in the aggregate would have a material adverse effect on the Company. SECTION 2.8. Contracts. Section 2.8 of the Company Disclosure Schedule sets forth a list of the Company's material contracts. Neither the Company nor any of its subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to -11- which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that individually or in the aggregate would not have a material adverse effect on the Company. The Company has not entered into any contract, agreement arrangement or understanding with any affiliate of the Company. SECTION 2.9. Compliance with Laws. The Company and each of its subsidiaries is in compliance with all applicable statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any Governmental Entity (collectively, "Legal Provisions") applicable to its business or operations, except for instances of possible noncompliance that, individually or in the aggregate, would not have a material adverse effect on the Company or prevent or materially delay the consummation of the Merger. The Company and each of its subsidiaries has in effect all Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights, including all authorizations under Environmental Laws (as hereinafter defined) ("Permits"), necessary for it to own, lease or operate its properties and assets and to carry on its business as now conducted, and there has occurred no default under, or violation of any such Permit, except for the lack of Permits and for defaults under, or violations of Permits which lack, default or violation individually or in the aggregate would not have a material adverts effect on the Company. Except as disclosed in the Company Disclosure Schedule, the Company has not received any notice or other communication from any Governmental Entity alleging any violation of any Legal Provision by the Company. SECTION 2.10. Environmental Matters. For purposes of this Agreement, the following terms shall have the meanings ascribed to them below: (a) Definitions: (i) "Hazardous Material" is any material or substance that is prohibited or regulated by any Environmental Law or that has been designated by any Governmental Authority to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment. (ii) "Governmental Authority" is any local, state, provincial, federal, or international governmental authority or agency which has had or now has jurisdiction over any portion of the subject matter of this Agreement, any Business Facility or the Company. (iii) "Business Facility" is any property including the land, the improvements thereon, the groundwater thereunder and the surface water thereon, that is or at any time has been owned, operated, occupied, controlled or leased by the Company in connection with the operation of its business. (iv) "Disposal Site" is a landfill, disposal agent, waste hauler or recycler of Hazardous Materials. (v) "Environmental Laws" are all applicable laws, rules, regulations, orders, treaties, statutes, and codes promulgated by any Governmental Authority which prohibit, regulate or control any Hazardous Material or any Hazardous Material Activity, including, without -12- limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Recovery and Conservation Act of 1976, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation Act, the Clean Water Act, comparable laws, rules, regulations, ordinances, orders, treaties, statutes, and codes of other Governmental Authorities, the regulations promulgated pursuant to any of the foregoing, and all amendments and modifications of any of the foregoing, all as amended to date. (vi) "Hazardous Materials Activity" is the transportation, transfer, recycling, storage, use, treatment, manufacture, removal, remediation, release, exposure of others to, sale, or distribution of any Hazardous Material or any product containing a Hazardous Material. (vii) "Environmental Permit" is any approval, permit, license, clearance or consent required to be obtained from any private person or any Governmental Authority with respect to a Hazardous Materials Activity which is or was conducted by the Company. Except a set forth in the Company Disclosure Schedule, the Company hereby represents and warrants to Sanmina that: (b) Condition of Property: As of the Closing, except in compliance with Environmental Laws in a manner that could not reasonably be expected to subject the Company to liability, to the knowledge of the Company after reasonable inquiry, no Hazardous Materials are present on any Business Facility currently owned, operated, occupied, controlled or leased by the Company or were present on any other Business Facility at the time it ceased to be owned, operated, occupied, controlled or leased by the Company. Except as set forth in Section 2.10(a) of the Company Disclosure Schedule, there are no underground storage tanks, asbestos which is friable or likely to become friable or PCBs present on any Business Facility currently owned, operated, occupied, controlled or leased by the Company or as a consequence of the acts of the Company or its agents. (c) Hazardous Materials Activities: The Company has conducted all Hazardous Material Activities relating to its business in compliance in all material respects with all applicable Environmental Laws. The Hazardous Materials Activities of the Company prior to the Closing have not resulted in the exposure of any person to a Hazardous Material in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such person. (d) Permits: Section 2.10(d) of the Company Disclosure Schedule accurately describes all of the Environmental Permits currently held by the Company and relating to its business and the listed Environmental Permits are all of the Environmental Permits necessary for the continued conduct of any Hazardous Material Activity of the Company relating to its business as such activities are currently being conducted. All such Environmental Permits are valid and in full force and effect. The Company has complied in all material respects with all covenants and conditions of any Environmental Permit which is or has been in force with respect to its Hazardous Materials Activities. No circumstances exist which could cause any Environmental Permit to be revoked, modified, or rendered non-renewable upon payment of the permit fee. All Environmental Permits other consent and clearances required by any Environmental Law or any agreement to which the Company is bound as a condition to the performance and enforcement of this Agreement, have been obtained or will be obtained prior to the Closing at no cost to Sanmina. -13- (e) Environmental Litigation: Except as set forth in Section 2.10(e) of the Company Disclosure Schedule, no action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the best of the Company's knowledge, threatened, concerning or relating to any Environmental Permit or any Hazardous Materials Activity of the Company relating to its business, or any Business Facility. (f) Offsite Hazardous Material Disposal: The Company has transferred or released Hazardous Materials only to those Disposal Sites set forth in Section 2.10(f) of the Company Disclosure Schedule; and no action, proceeding, liability or claim exists or is threatened against any Disposal Site or against the Company with respect to any transfer or release of Hazardous Materials relating to the Business to a Disposal Site which could reasonably be expected to subject the Company to liability. (g) Environmental Liabilities: The Company is not aware of any fact or circumstance, which could result in any environmental liability which could reasonably be expected to result in a material adverse effect on the business or financial status of the Company. (h) Reports and Record: The Company has delivered to Sanmina or made available for inspection by Sanmina and its agents, representative and employees all records in the Company's possession concerning the Hazardous Material Activities of the Company relating to its business and all environmental audits and environmental assessments of any Business Facility conducted at the request of, or otherwise in the possession of the Company. The Company has complied with all environmental disclosure obligations imposed by applicable law with respect to this transaction. SECTION 2.11. Labor Matters. There are no collective bargaining agreements or other labor union agreements to which the Company or any of its subsidiaries is a party, or by which it is bound. The Company and each of its subsidiaries is in compliance with all federal, state and local laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice. There is no unfair labor practice complaint against the Company or any of its subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or the United States Department of Labor. There is no labor strike, dispute, slowdown or stoppage in progress or, to the knowledge of the Company, threatened against or involving the Company or any of its subsidiaries. No question concerning representation has been raised or, to the knowledge of the Company, is threatened respecting the Company or any of its subsidiaries. No grievance or arbitration proceeding is pending and, to the knowledge of the Company, no claim therefor exists. No private agreement restricts the Company or any of its subsidiaries from relocating, closing or terminating any of its operations or facilities. Neither the Company nor any of its subsidiaries has, in the past three years, experienced any labor strike, dispute, slowdown, stoppage or other labor difficulty. SECTION 2.12. Absence of Changes in Benefit Plans. Except as disclosed in Section 2.12 of the Company Disclosure Schedule, since December 31, 1998, there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive -14- compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or directors of the Company (collectively, "Benefit Plans"). Except as disclosed in the Company Disclosure Schedule, there exist no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between the Company, any current or former employee, officer or director of the Company, which is either currently effective or will become effective at the Closing Date. SECTION 2.13. ERISA Compliance. (a) Section 2.13(a) of the Company Disclosure Schedule contains a list and brief description of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), "employee benefit plans" (as defined in Section 3(3) of ERISA), which are maintained in connection with any trust described in Section 501(c)(9) of the Code, and all other Benefit Plans maintained, or contributed to, by the Company or any person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (the Company and each such other person or entity, a "Commonly Controlled Entity") for the benefit of any current or former employees, officers or directors of the Company. The Company has made available to Parent true, complete and correct copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Benefit Plan.(if any such report was required), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required and (iv) each trust agreement and group annuity contract relating to any Benefit Plan. Each Benefit Plan has been administered in all material respects in accordance with its terms. The Company and all the Benefit Plans are all in compliance in all material respects with applicable provisions of ERISA and the Code. (b) All Pension Plans have been the subject of determination letters from the Internal Revenue Service to the affect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor has any event occurred since the date of its most recent determination letter or application therefor that would adversely affect its qualification or materially increase its costs. (c) Neither the Company nor any Commonly Controlled Entity has maintained, contributed or been obligated to contribute to any Benefit Plan that is subject to Title IV of ERISA. (d) With respect to any Benefit Plan that is an employee welfare benefit plan, there are no understandings, agreements or undertakings, written or oral, that would prevent any such plan (including any such plan covering retirees or other former employees) from being amended or terminated without material liability to the Company on or at any time after the Effective Time. -15- (e) Neither the Company nor any of its subsidiaries contributes to or has any liability to the Pension Benefit Guaranty Corporation or any other person, plan or entity under or with respect to (i) a pension plan subject to Title IV of ERISA or Section 412 of the Code, (ii) a multi-employer pension plan, as defined in Section 3(37) of ERISA or (iii) an employee welfare benefit plan. Neither the Company nor any of its subsidiaries maintain an employee welfare benefit plan providing health or medial benefits for retired employees. (f) No employee welfare benefit plan of the company or any of its subsidiaries provides for continuing benefits or coverage after termination or retirement from employment, except with respect to any "group health plan" as defined in Section 4980B(g) of the Code and Section 607 of ERISA. With respect to any Benefit Plan which is a "group health plan," as so defined, the Company warrants that in all "qualified events" (including those resulting from the Merger) occurring prior to or on the Closing Date, the Company has or will offer to its eligible employees and their "qualified beneficiaries" the opportunity to elect continuation coverage under Section 602 of ERISA to the extent required by ERISA Sections 601-607 and will provide that coverage if elected, at no expense to Parent. (g) There is no Benefit Plan covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, could give rise to the payment of an amount that would not be deductible pursuant to the terms of Sections 280G or 162 of the Code. (h) Neither the Company nor any of its subsidiaries nor any of their "affiliates" (as defined in ERISA) has ever participated in or withdrawn from a multi-employer plan as defined in Section 4001(a)(3) of Title IV of ERISA, and neither the Company nor any of its subsidiaries has incurred or owes any liability as a result of any partial or complete withdrawal by any employer from such a multi-employer plan as designated under Sections 4201, 4203, or 4205 of ERISA. (i) No employee of the Company or any of its subsidiaries is obligated under any agreement or judgment that would conflict with such employee's obligation to use his best efforts to promote the interests of the Company or would conflict with the Company's business as conducted or proposed to be conducted. No employee of the Company or any of its subsidiaries is in violation of the terms of any employment agreement or any other agreement relating to such employee's relationship with any previous employer and no litigation is pending or threatened with regard thereto. (j) No employee of the Company will be entitled to any additional compensation or benefits or any acceleration of the time of payment or vesting of any compensation or benefits under any Benefit Plan as a result of the transactions contemplated by this Agreement. (k) The deduction of any amount payable pursuant to the terms of the Benefit Plans will not be subject to disallowances under Section 162(m) of the Code. -16- SECTION 2.14. S Corporation Status. The Company is an S corporation, as defined in Section 1361 of the Code, has been an S corporation since September 1, 1989, and will continue to be an S corporation until the Closing Date. SECTION 2.15. Taxes. As of the Effective Time: The Company has filed on or before the applicable due date except as extended until June 15, 1999 all Tax returns and reports ("Returns") required to be filed by it relating to any and all Taxes concerning or attributable to the Company or its operations, and such Returns were, when filed, true and correct and have been completed in all respects in accordance with applicable law. The Interim Financials reflect an adequate reserve for all taxes required to be paid or accrued by the Company for all taxable periods and portions thereof through the date of such financial statements except for the Wisconsin Environmental Surcharge in a maximum amount of less than $10,000. No deficiencies for any taxes have been proposed, asserted or assessed against the Company, nor is there any reasonable basis for the assertion of any such deficiency. No material special charges, penalties, fines, liens, or similar encumbrances have been asserted against the Company with respect to payment of or failure to pay any taxes. Proper amounts have been withheld by the Company from employee compensation payments for all periods in compliance with the Tax withholding provisions of applicable federal and state laws. None of the Federal income Tax returns of the Company within the past seven years have been examined by the United States Internal Revenue Service for the fiscal years through September 26, 1998. The Company has not been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, proposed or assessed against the Company, nor has the Company executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. There is no pending, or to the knowledge of the Company, threatened action, audit, proceeding or investigation for the assessment or collection of any Taxes, nor has the Company been notified within the past seven years of any request for such an audit or other examination. There are no requests for rulings, subpoenas, or information pending with respect to any taxing authority. The Company does not have any liabilities for unpaid federal, state, local, and foreign Taxes which have not been accrued or reserved against in accordance with GAAP on the Company's balance sheet, whether asserted or unasserted, contingent or otherwise. The Company has not taken any action nor does it have any knowledge of any fact or circumstance that is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. As used in this Agreement, "Tax" or collectively "Taxes" shall include all Federal, state, local and foreign taxes, assessments and other governmental charges, duties, imposition and liabilities, including taxes based upon or measured by gross receipts, profits, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, income, property, sales, excise and other taxes, tariffs or governmental charges of any nature whatsoever together with all image, penalties, and additions imposed with respect to such amounts and any obligation under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity. SECTION 2.16. No Excess Parachute Payments. No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its subsidiaries who is a "disqualified individual" (as such term is defined in proposed Treasury -17- Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Benefit Plan currently in effect would be an "excess parachute payment" (as such term is defined in Section 280G(b)(l) of the Code). No such person is entitled to receive any additional payment from the Company, the Surviving Corporation or any other person (a "Parachute Gross-Up Payment") in the event that the excise Tax of Section 4999(a) of the Code is imposed on such person. No officer, director or employee of the Company or any of its subsidiaries has been granted any right to seize any Parachute Gross-up Payment by the Company or any of its subsidiaries. SECTION 2.17. Title to Properties. (a) Section 2.17 of the Company Disclosure Schedule contains a correct and complete list of each item of capital equipment, including machinery and equipment, tools, dies, fixtures, furniture, furnishings, plant and office equipment and vehicles with a value in exotics of $50,000 which is owned by the Company or one of its subsidiaries and used in connection with its business (the "Equipment"). (b) The Company and each of its subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate would not materially interfere with the ability of the Company or any of its subsidiaries to conduct its business as currently conducted. All such material assets and properties, other than assets and properties in which the Company or any of its subsidiaries has a leasehold interest, are free and clear of all Liens and except for Liens that individually or in the aggregate would not materially interfere with the ability of the Company and each of its subsidiaries to conduct its business as currently conducted. (c) The Company and each of its subsidiaries has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. The Company and/or one or more of its subsidiaries enjoys peaceful and undisturbed possession wider all such material leases, except for failures to do so that would not individually or in the aggregate have a material adverse effect on the Company. SECTION 2.18. Intellectual Property. The Company owns, or is validly licensed or otherwise has the right to use, all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, copyrights and other proprietary intellectual property rights and computer programs (collectively, "Intellectual Property Rights") which are material to the conduct of the business of the Company and its subsidiaries taken as a whole. No claims are pending or, to the knowledge of the Company, threatened that the Company or any of its subsidiaries is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right. To the knowledge of the Company, no person is infringing the rights of the Company or any of its subsidiaries with respect to any Intellectual Property Right. Neither the -18- Company nor any of its subsidiaries has licensed, or otherwise granted, to any third party, any rights in or to any Intellectual Property Rights. SECTION 2.19. Voting Requirements. The affirmative vote of a majority of the shareholders of the Company is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement. SECTION 2.20. Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. SECTION 2.21. Accounting Matters. The Company has not taken or agreed to take any action that would prevent the business combination to be effected by the Merger to be accounted for as a pooling of interests. SECTION 2.22. Equipment and Other Personal Property Leases. Section 2.22 of the Company Disclosure Schedule sets forth a correct and complete list of all of the leases of Equipment. and other personal property to which the Company or any of its subsidiaries is a party (the "Equipment and Other Personal Property Leases"). The Equipment and Other Personal Property Leases listed in Section 2.22 include all leases by the Company or any of its subsidiaries of any item of personal property used by the Company or any of its subsidiaries in connection with the operation of their businesses. Except as set forth in such Section 2.22, all of the equipment and personal property leased by the Company or any of its subsidiaries under the Equipment, and Other Personal Property Leases is currently used by the Company and/or one or more of its subsidiaries in the ordinary course of their businesses. The Company has delivered to Parent correct and complete copies of all Equipment and Other Personal Property Leases. The Equipment and Other Personal Property Leases are valid, subsisting and in full force and effect, and neither the Company nor any other party thereto is in default of any of its obligations under any of such leases. Except as set forth in such Section 2.22, no consent to the consummation of the transactions contemplated by this Agreement is required from the lessors of any of the Equipment or Other Personal Property. SECTION 2.23. Product and Service Warranties. Except as described in Section 2.23 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has given or made any warranties to third parties with respect to any products supplied or services performed in respect of their businesses which may still be in effect at any time after the date hereof, except for warranties imposed by law. Except as described in such Section 2.23, there have been no claims or investigations made with respect to any product or service warranties which have not been fully settled and resolved or any unresolved warranty claims. The Company does not know or have any reason to know of any basis for any other claim or investigation. -19- SECTION 2.24. Orders, Commitments and Returns. Section 2.24 of the Company Disclosure Schedule contains a correct and complete list of purchase orders, contracts and agreements for the sale of goods and services by the Company or any of its subsidiaries (collectively, the "Customer Purchase Orders"). Each of the Customer Purchase Orders is a firm purchase order that has been released by the customer for production and no Customer Purchase Order is based on sales forecasts or other estimates of customer requirements that has not yet been released for production or converted to a firm purchase order. Each of the Customer Purchase Orders is in full force and effect and is a valid and binding obligation of the customer, and neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any of the other parties thereto is in default under any of the Customer Purchase Orders. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company or any of its subsidiaries does not exceed an amount which can reasonably be expected to be filled in the ordinary course of business on a schedule which will maintain satisfactory customer relationships, and the aggregate of all contracts or commitments for the purchase of products by the Company and all of its subsidiaries does not exceed an amount which is reasonable for the anticipated volumes of their businesses (all of which orders, contracts and commitments were made in the ordinary course of business). There are no asserted, or if unasserted, sustainable, claims to return merchandise of the Company or any of its subsidiaries by reason of alleged overshipments, defective merchandise, breach of warranty or otherwise. There is no merchandise in the hands of customers under any understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in the contracts of the Company or any of its subsidiaries. The Company does not know or have reason to believe that either the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will result in any cancellations or withdrawals of accepted and unfilled orders for the sale of merchandise. SECTION 2.25. Customers. Section 2.25 of the Company Disclosure Schedule contains a correct and complete list of all customers and accounts of the Company and each of its subsidiaries in respect of their businesses (the "Customers") and a correct and complete list of all contracts between any Customer and the Company or any of its subsidiaries (the "Customer Contracts"). The Company has provided to Parent such other records and documentation regarding the Customers as Parent has reasonably requested. Neither the Company nor any of its subsidiaries has received any information from any Customer listed in such Section 2.25 that such Customer will not continue as a customer of the Company, such subsidiary or Parent after the Closing or that any such Customer intends to terminate or materially modify any such Customer Contract. SECTION 2.26. Suppliers. Section 2.26 of the Company Disclosure Schedule contains an accurate and complete list of the names and addresses of the ten largest suppliers from whom the Company or any of its subsidiaries has purchased supplies during the past fiscal year. Neither the Company nor any of its subsidiaries has received any indication from any supplier listed on such Section 2.26 (or otherwise has any reason to believe) that such supplier will not continue as a supplier of the Company, such subsidiary or Parent after the Closing. SECTION 2.27. Inventory. Section 2.27 of the Company Disclosure Schedule contains a correct and complete list of all inventory of the Company and its subsidiaries, including supplies, -20- raw materials, work-in-process, spare parts, finished goods and returned material, both useable and excess, obsolete and damaged, used in connection with their businesses (the "Inventory"). The Inventory is of good and merchantable quality and are usable and saleable in the ordinary course of the Company's and its subsidiaries' businesses, except for items of obsolete materials and materials of below standard quality, all of which have been written down to realizable market value or for which adequate reserves have been provided. ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Except as set forth on the disclosure schedule delivered by the Parent and Sub to Company prior to the execution of this Agreement (the "Parent/Sub Disclosure Schedule") and except as sets forth in the Parent SEC Documents (as defined below), Parent and Sub represent and warrant to the Company as follows: SECTION 3.1. Organization, Standing and Corporate Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware and Wisconsin, respectively, and has all requisite corporate power and authority to carry on its business as now being conducted. Each of Parent and Sub is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed individually or in the aggregate would not have a material adverse effect on Parent. Parent has delivered to the Company complete and correct copies of its Certificate of Incorporation and Bylaws and the Articles of Incorporation and Bylaws of Sub, in each case as amended to the date hereof. SECTION 3.2. Capital Structure. The authorized capital stock of Parent consists of 200,000,000 shares of Common Stock, par value $0.01 per share and 5,000,000 shares of preferred stock, par value $0.01 per share ("Preferred Stock"). At the close of business on March 24, 1999, (a) 56,934,737 shares of Parent Common Stock were issued and outstanding (b) no shares of Preferred Stock were held by Parent in its treasury, and (c) 10,818,557 shares of Parent Common Stock were reserved for issuance pursuant to Parent's stock option and employee stock purchase plan ("Parent Equity Incentive Plans"). Except as set forth above, at the close of business on March 24, 1999, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to the Parent Equity Incentive Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party, or by which it is bound, obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of Parent or -21- obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are not any outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of Parent. There are no shareholder agreements, voting trusts or other agreements or understandings to which Parent is a party or by which it is bound relating to the voting of any shares of capital stock of Parent. All of the outstanding capital stock of Parent's subsidiaries is owned by Parent, directly or indirectly, free and clear of any lien (as defined in Section 2.3) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of Parent or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from Parent or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of Parent. There are no outstanding contractual obligations of Parent or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of Parent. SECTION 3.3. Authority; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into this Agreement (and, in the case of Parent, the Shareholder Agreement), and to consummate the transactions contemplated by this Agreement (and, in the case of Parent, those contemplated by the Shareholder Agreement). The execution and delivery of this Agreement (and, in the case of Parent, the Shareholder Agreement), and the consummation of the transactions contemplated by this Agreement (and, in the case of Parent, those contemplated by the Shareholder Agreement), have been duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement (and, in the case of Parent, the Shareholder Agreement) has been duly executed and delivered by Parent and Sub, and constitutes a valid and binding obligation of each such party, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement and the Shareholder Agreement do not, and the consummation of the transactions contemplated by this Agreement and the Shareholder Agreement and compliance with the provisions of this Agreement and the Shareholder Agreement will not, conflict with, or result in any violation of, or default (with or without notice of lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (a) the Certificate of Incorporation or Bylaws of Parent or the Articles of Incorporation or Bylaws of Sub or any provision of the comparable charter or organizational documents of any other subsidiary of Parent, (b) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective properties or assets or (c) subject to the governmental filings and other matters referred to in the following sentence, any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or decree applicable to Parent, Sub or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clause (b) and clause (c)(i), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Parent, -22- (y) impair in any material respect the ability of Parent and Sub to perform their respective obligations hereunder or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement (and, in the case of Parent, the Shareholder Agreement) by Parent and Sub or the consummation by Parent and Sub of the transactions contemplated by this Agreement (and, in the case of Parent, those contemplated by the Shareholder Agreement), except for (1) the filing of a premerger notification and report form under the HSR Act, (2) the filing of the Articles of Merger with the Wisconsin Secretary of State and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the "blue sky" laws of various states, the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse affect on parent or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. SECTION 3.4. SEC Documents. Parent has filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1995 (the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulation of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial forms, statements and other documents filed with the SEC by Parent ("Filed Parent SEC Documents"), Parent has no liabilities or obligation of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would have a material adverse effect on Parent. SECTION 3.5. Absence of Certain Changes or Events. Except as disclosed in the Filed Parent SEC Documents and publicly available prior to the date of this Agreement, since the date of the most recent unaudited financial statements included in the Filed Parent SEC Documents and -23- through the date of this Agreement, Parent has conducted its business only in the ordinary course consistent with past practice, and there has not been: (a) any material adverse change (as defined in Section 9.2) in Parent; (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Parent's capital stock; (c) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (d) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate would have a materiel adverse effect on parent or any of its subsidiaries; (e) any change in accounting methods, principles or practices by Parent materially affecting its assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles; (f) any Tax election that individually or in the aggregate would have a material adverse effect on Parent or any of its Tax attributes or any settlement or compromise of any material income Tax liability; (g) any incurrence of any material obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except items incurred in the ordinary course of business and consistent with past practice; (h) any cancellation of any debts or claims, or waiver of any rights, of substantial value; (i) any sale, transfer, conveyance, encumbrance or grant of any security interest in any of Parent's assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; or (j) any agreement, whether in writing or otherwise, to take any action described in this Section 3.5. SECTION 3.6. Litigation. There is no suit, action or proceeding pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its subsidiaries that individually or in the aggregate would have a material adverse effect on Parent, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against, or, to the knowledge of Parent, investigation by any Governmental Entity involving, Parent or any of its subsidiaries that individually or in the aggregate would have a material adverse effect on Parent. -24- SECTION 3.7. Compliance with Laws. Parent and each of its subsidiaries is in compliance with all applicable statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any Governmental Entity (collectively, "Legal Provisions") applicable to its business or operations, except for instances of possible noncompliance that, individually or in the aggregate, would not have a material adverse effect on Parent or prevent or materially delay the consummation of the Merger. Parent and each of its subsidiaries has in effect all Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights, including all authorizations under Environmental Laws (as defined in Section 2.9) ("Permits"), necessary for it to own, lease or operate its properties and assets and to carry on its business as now conducted, and there has occurred no default under, or violation of, any such Permit, except for the lack of Permits and for defaults under, or violations of, Permits which lack, default or violation individually or in the aggregate would not have a material adverse effect on Parent. Except as disclosed in the Filed Parent SEC Documents, Parent has not received any notice or other communication from any Governmental Entity alleging any violation of any Legal Provision by Parent. SECTION 3.8. Taxes. Parent has not taken any action nor does it have any knowledge of any fact or circumstance that is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. SECTION 3.9. Title to Properties. Parent and each of its subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate would not materially interfere with the ability of Parent or any of its subsidiaries to conduct its business as currently conducted. All such material assets and properties, other than assets and properties in which Parent or any of its subsidiaries has a leasehold interest, are free and clear of all Liens and except for Liens that individually or in the aggregate would not materially interfere with the ability of Parent and each of its subsidiaries to conduct its business as currently conducted. Parent and each of its subsidiaries has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Parent and/or one or more of its subsidiaries enjoys peaceful and undisturbed possession under all such material leases, except for failures to do so that would not individually or in the aggregate have a material adverse effect on Parent. SECTION 3.10. Voting Requirements. No vote of or other action by the holders of Parent's Common Stock (or securities convertible into Parent's Common Stock) is necessary in connection with the approval of this Agreement or the consummation by Parent of the transactions contemplated by this Agreement. SECTION 3.11. Brokers; Schedule of Fees and Expense. Except for fees of approximately $400,000 to be paid to Broadview Associates, no broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or -25- commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent. SECTION 3.12. Accounting Matters. Parent has not taken or agreed to take any action that would prevent the business combination to be effected by the Merger to be accounted for as a pooling of interests. SECTION 3.13. Interim Operations of Sub. Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby. ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME SECTION 4.1. Conduct of Business by the Company. During the period from the date of this Agreement to the Effective Time, the Company shall carry on its business in the ordinary course consistent with the manner as heretofore conducted and, to the extent consistent therewith, use reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers, licensers, licensees, distributors and others having business dealings with it. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall not: (a) (i) declare, set aside or pay any dividends on, or make any other distributions in respect of; any of its capital stock except for dividends or distributions sufficient to cover but not exceed S corporation Tax liability of the Company's shareholders which dividend shall represent 1998 through the close of the S corporation tax year, (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) purchase, redeems or otherwise acquire any share of capital stock of the Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) amend its Articles of Incorporation, Bylaws or other comparable charter or organizational documents; (c) acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (ii) any assets which, individually, is in excess of $50,000 or, in the aggregate, are in excess of $100,000, except purchases of inventory in the ordinary course of business consistent with past practice; (d) take any action that would, or that could reasonably be expected to, result in (i) any of its representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified -26- becoming untrue in any material respect or (iii) any of the conditions to the Merger set forth in Article VI not being satisfied; (e) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; (f) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets, except sales of inventory in the ordinary course of business consistent with past practice; (g) (i) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the ordinary course of business consistent with past practice or (ii) make any loans, advances or capital contributions to, or investments in, any other person, other than advances to employees in the ordinary course in accordance with past practice; (h) except capital expenditures in connection with the Company's facility expansion project as disclosed in Section 2.6 of the Company Disclosure Schedule, make or agree to make any new capital expenditure or expenditures which, individually, is in excess of $50,000 or, in the aggregate, are in excess of $100,000; (i) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the Interim Financials or incurred in the ordinary course of business consistent with past practice, or waive any material benefits of, or agree to modify in any material respect, any confidentiality, standstill or similar agreements to which the Company is a party; (j) except in the ordinary course of business, modify, amend or terminate any material contract or agreement to which the Company is a party or waive, release or assign any material rights or claims thereunder; (k) enter into any contracts, agreements, arrangement or understandings relating to the distribution, sale or marketing by third parties of the Company's products or products licensed by the Company; (l) except as required to comply with applicable law, (i) adopt, enter into, terminate or amend any Benefit Plan or other arrangement for the benefit or welfare of any director, officer or current or former employee, (ii) increase in any manner the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee (except for normal increases of -27- cash compensation or cash bonuses in the ordinary course of business consistent with past practice), (iii) pay any benefit not provided for under any Benefit Plan, (iv) except as permitted in clause (ii), grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or Benefit Plan (including the grant of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock or the removal of existing restrictions in any Benefit Plans or agreements or awards made thereunder) or (v) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or Benefit Plan; (m) form any subsidiary to the Company; or (n) authorize any of, or commit or agree to take any of, the foregoing actions. ARTICLE V ADDITIONAL AGREEMENTS SECTION 5.1. Registration of Parent Common Stock. In accordance with a registration rights agreement substantially in the form attached hereto as Exhibit C (the "Registration Rights Agreement"), Parent shall prepare and file within 15 days after the Closing Date a registration statement on Form S-3 under the Securities Act covering the Consideration Common Issued pursuant to the Merger and held by signatory(ies) to the Registration Rights Agreement (the "Holders") as of the filing date. Parent shall use commercially reasonable efforts to cause the S-3 to become effective prior to the expiration of the lockup period set forth in the Company Affiliate Agreement (as defined below). During the period from the filing of the S-3 until it is declared effective, Parent shall keep the Holders reasonably informed concerning the status of the S-3 and provide the Holders with copies of all material correspondence with the SEC. SECTION 5.2. Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time. SECTION 5.3. No Solicitation. The Company shall not, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Takeover Proposal (as hereinafter defined) or (ii) participate in my discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any investment banker, attorney or other advisor or representative of the Company, acting on behalf of the Company, shall be deemed to be a breach of this Section 5.3 by the Company. For purposes of this Agreement, "Takeover Proposal" means any proposal or offer from any person relating to any direct or indirect acquisition or purchase of a substantial amount of assets of the Company (other than products of the Company) or more than a 20% interest in the total voting -28- securities of the Company or any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or amore of any class of equity securities of the Company or any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company, other than the transactions contemplated by this Agreement or the Shareholder Agreement. SECTION 5.4. Public Announcements. Parent and Sub, on the one hand, and the Company, on the other land, will consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, including the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form theretofore agreed to by the parties. SECTION 5.5. Letters of the Company's Accountants. The Company shall use its reasonable efforts to cause to be delivered to Parent a letter from Donald Tuschaus & Company, addressed to the Board of Directors of the Company, dated as of the Closing Date, stating that no conditions exist that would preclude the Company from being a Party to a business combination for which the pooling of interest method of accounting would be available under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations (as such criteria relate of the Company and not Parent). Such letter shall be subject to customary qualifications and assumptions. SECTION 5.6. Letters of Parent's Accountants. Parent shall use its reasonable efforts to cause to be delivered to Company letter from Arthur Andersen LLP, addressed to the Board of Directors of the Parent, dated as of the Closing Date, stating that no conditions exist that would preclude the Parent from being a Party to a business combination for which the pooling of interest method of accounting would be available under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations (as such criteria relate to the Parent and not Company.) Such letter shall be subject to customary qualifications and assumptions. SECTION 5.7. Affiliates; Lockup Agreements. (a) Company hereby advises Parent that [Roger R. Mayer is the sole person] who is an affiliate of the Company for purposes of Rule 145 under the Securities Act or for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations. The Company shall use its reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit D (the "Company Affiliate Agreement"). (b) As it deems appropriate, Parent shall procure, on or prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit E executed by appropriate affiliates of the Parent (the "Parent Affiliate Agreement"). -29- SECTION 5.8. Pooling of Interests. Each of the Company and Parent will use reasonable efforts to cause the transactions contemplated by this Agreement, including the Merger, to be accounted for as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations, and such accounting treatment to be accepted by each of the Company's and Parent's independent public accountants, and by the SEC, respectively, and each of the Company and Parent agrees that it well voluntarily take no action that would cause web accounting treatment not to be obtained. SECTION 5.9. Tax Treatment. Each of Parent and the Company shall not take any action and shall not fail to take any action which action or failure to act would prevent, or would be reasonably likely to prevent, the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. SECTION 5.10. FIRPTA. The Company shall deliver to the Internal Revenue Service a notice that the Company Common Stock is not a "U.S. Real Property Interest" as defined in and in accordance with the requirements of Section 897 of the Code and the Treasury Regulations thereunder. SECTION 5.11. NMS Listing. Parent shall use its reasonable efforts to cause the shares of Parent Common Stock to be issued in the Merger to be approved for listing on the Nasdaq Stock Market National Market, subject to official notice of issuance, prior to the Closing Date. SECTION 5.12. Stop Transfer. The Company shall not register the transfer of any Certificate representing any Subject Shares (as defined in the Shareholder Agreement), unless such transfer is made to Parent or Sub or otherwise in compliance with the Shareholder Agreement. The Company will inscribe upon any Certificate representing Subject Shares tendered by a Shareholder (as defined in the Shareholder Agreement) for such purpose the following legend: "THE SHARES OF COMMON STOCK, NO PAR VALUE, OF MANU-TRONICS, INC. REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDER AGREEMENT DATED AS OF MARCH 30, 1999, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT IN ACCORDANCE THEREWITH. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OF MANU-TRONICS, INC." SECTION 5.13. Non-Competition Agreement. At the Effective Time, the Company and Roger R. Mayer shall have executed a Non-Competition Agreement in the form attached hereto as Exhibit F. Such Non-Competition Agreement shall restrict Mr. Mayer from engaging in a business that is competitive with the current business of the Company or of any of its subsidiaries for a 60-month term after the Effective Time. SECTION 5.14. Certain Tax Matters. Notwithstanding any other provision in this Agreement to the contrary, the following covenants will survive the Merger through the applicable statute of limitation from the date hereof until the Effective Time; (i) the Company will file all Tax Returns and reports ("Post-Signing Returns") required to be filed by it; (ii) the Company will timely pay all Taxes due and payable with respect to such Post-Signing Returns that are so filed; (iii) the Company will make provision for all fares payable by the Company for which no Post-Signing -30- Return is due prior to the Effective Time; (iv) the Company will promptly notify Parent of any action, suit, proceeding, claim or audit (collectively, "Actions") pending against or with respect to the Company in respect of any Tax where there is a reasonable possibility of a determination or decision which would have a material adverse effect on the Company's Tax liabilities or Tax attributes and will not settle or compromise any such Action without Parent's consent; and (v) the Company will not make any material Tax election. SECTION 5.15. Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the mot expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals of waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Shareholder Agreement or any other transactions contemplated by this Agreement or the Shareholder Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the term contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, the Shareholder Agreement and the other transaction contemplated by this Agreement or the Shareholder Agreement. Nothing in this Agreement shall be deemed to require Parent to dispose of any significant asset or collection of assets. (b) The Company shall give prompt notice to Parent of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. -31- SECTION 5.16. Fees and Expenses. All fees and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated, except that legal, accounting, financial advisory and other transactional expenses incurred by the Company shall be paid by the shareholders of the Company and shall not be paid by, or otherwise become an obligation or liability of, the Company except accounting fees for tax preparation for the year ended September 27, 1998 and for the period from that date to the close of the S corporation tax year. SECTION 5.17. Executive Compensation Matters. Parent shall enter into an employment agreement with Roger R. Mayer in the form attached hereto as Exhibit G. Parent shall grant to Mr. Mayer a nonstatutory option to purchase 50,000 shares of Parent Common Stock at a purchase price equal to the fair market value of Parent Common Stock at the date of grant. Such stock option shall vest over a five year period, with one fifth of such shares vesting one year after the Closing Date and the remaining shares vesting in equal monthly installments thereafter. SECTION 5.18. Facility Lease. At the Effective time, Parent and Roger R. Mayer shall have executed a Lease Agreement in the form attached hereto as Exhibit H for the land and buildings comprising the Company's principal facility. SECTION 5.19. S Corporation Tax Matters. Notwithstanding any other provision in this Agreement to the contrary, the following covenants will survive the Merger through the expiration of the applicable statutes of limitations: (a) The Company shall maintain its tax status as an S corporation up to the Closing Date, and the Stockholders, as defined below, shall not revoke or otherwise terminate the election of the Company to be treated as an S corporation. (b) The Company shall allocate, and the Stockholders agree to so allocate, tax items to its S corporation taxable year ending upon the Closing Date and to its C corporation taxable year beginning upon the Closing Date pursuant to normal tax accounting rules (the "closing of the books" method), rather than by the pro rata allocation method contained in Section 1362(e)(2) of the Code. The Company and each of the Stockholders agree to take all actions and make all elections and consents described pursuant to Treasury Regulation Section 1.1362-6 that may be necessary to use the closing of the books method. (c) The shareholders of the Company shall be responsible for timely filing all federal and state Tax returns of the Company for taxable periods ending on or prior to the Effective Time of the Merger and have paid or will pay all income taxes attributable to the income of the Company for such periods. Such return swill be prepared and filed in accordance with applicable law and in a manner consistent with past practices and shall be subject to prior review and approval by Parent. After the Effective Time of the Merger, Parent and the Company, on the one hand, and the shareholders of the Company, on the other hand, will make available to the other, as reasonably requested, all information, records or documents relating to the liability for Taxes of the Company for all periods ending on or prior to the Effective Time of the Merger and will preserve such -32- information records or documents until the expiration of any applicable statute of limitations or extensions thereof. (d) Each of the holders of Company Common Stock set forth on Section 2.3 of the Company Disclosure Schedule (the "Stockholders") hereby indemnifies and agrees to hold the Company harmless from, against and in respect for any U.S. federal or state income Tax liability (including interest and penalties), if any, resulting from the Company failing to qualify as an S corporation under Section 1361(a)(1) of the Code or any state counterpart as enacted and in effect prior to the Closing Date, for every taxable year on or before the Closing Date as to which the Company filed or files Tax returns claiming status as an S corporation. (e) If the Stockholders are required to make any payment under Section 5.19(b), such Stockholders shall make such payment within thirty (30) days after the final determination (as such term is defined in Section 1313(a) of the Code) of any Tax liability resulting in a claim for indemnification. (f) The Company shall be entitled to any refund of Taxes imposed on the Company, provided, that if the Stockholders are required to make any payments pursuant to Section 5.19(b) hereof and the Company thereafter receives a refund of any Taxes to which such payments relate, the Company, within ten (10) days of receipt of such refund, shall pay over to the Stockholders their pro rata portion of any refund, including any interest received with respect thereto. ARTICLE VI CONDITIONS PRECEDENT TO THE MERGER SECTION 6.1. Conditions to Obligations of Each Party to Effect the Merger. The respective obligation of each party to effect the merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) Shareholder Approval. This Agreement shall have been approved and adopted by the shareholders of the Company. (b) National Market Listing. The shares of Parent Company Stock issuable to the Company's shareholders pursuant to this Agreement shall have been approved for listing on the Nasdaq Stock Market National Market, subject to official notice of issuance. (c) HSR Act. The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired. (d) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. -33- SECTION 6.2. Additional Conditions to Obligation of the Company. The obligations of the Company to effect the Merger is further subject to the following conditions: (a) Representations and Warranties. The representations and warranties of Parent and Sub set forth in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of Parent and Sub set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement. (b) Performance of Obligations of Parent and Sub. Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date. SECTION 6.3. Additional Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the following conditions: (a) Representations and Warranties. The representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of the Company set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of the Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement. (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (c) Ancillary Agreements. Parent shall have received executed copies of the agreements contemplated by Sections 5.7, 5.13 and 5.18 hereof. (d) No Litigation. There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, (i) challenging the acquisition by Parent or Sub of any shares of Company Common Stock, seeking to restrain or prohibit the consummation of the Merger, seeking to place limitations on the ownership of shares of Company Common Stock (or shares of common stock of the Surviving Corporation) by Parent or Sub or seeking to obtain from the Company, Parent or Sub any damages that are material in relation to the Company, (ii) seeking to prohibit or limit the ownership or operation by the Company, Parent or any of Parent's subsidiaries of any material portion of any business or of any assets of the Company, Parent or any of Parent's subsidiaries, or to compel the Company, Parent or any of Parent's subsidiaries to dispose of or hold separate any material portion of any business or of any assets of the Company, Parent or any of Parent's subsidiaries, as a result of the Merger or (iii) seeking to prohibit Parent or any of its subsidiaries from effectively controlling in any material respect the business or operations of the Company. -34- (e) No Material Adverse Change. At any time on or after the date of this Agreement until the time of the Closing there shall not have occurred any material adverse change (as defined in Section 9.2) in the business properties, assets, liabilities (contingent or otherwise), financial condition or results of operations of the Company. (f) Pooling Letters. Parent and the Company shall have received letters from Arthur Andersen LP and Donald Tushaus & Co., dated as of the Closing Date, addressed to Parent and the Company, respectively, stating in substance that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations. (g) Dissenter's Rights. No shareholders of Company shall have exercised dissenters' rights of appraisal under the Wisconsin Law. (h) Indemnification Agreement. Roger R. Mayer, an individual, and Roger R. Mayer, as Trustee of The Roger R. Mayer Revocable Living Trust Dated 10/2/96, shall have executed the Indemnification Agreement in the form attached hereto as Exhibit I. ARTICLE VII SURVIVAL, ESCROW AND INDEMNIFICATION SECTION 7.1. Survival of Representations and Warranties. Except for Sections 2.14, 5.14 and 5.19 which shall survive the Merger through the expiration of the applicable statutes of limitations, all of Parent's and the Company's representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement (each as modified by the Parent/Sub Disclosure Schedule and the Company Disclosure Schedule, respectively) shall survive the Merger and continue until the date which is 12 months following the Closing Date (the "Expiration Date"). (a) Escrow Fund. At the Effective Time, the holders of Consideration Common Shares will be deemed to have received and deposited with the Escrow Agent the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any shareholder, will be deposited with the Escrow Agent, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein (and in the Escrow Agreement) and at Parent's cost and expense. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorney's fees and expenses and expenses of investigation and defense (hereinafter individually a "Loss" and collectively, "Losses") incurred by Parent, its officers, directors, agents. employees, shareholders or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation of the Company contained herein (as modified by the Company Disclosure Schedule and without regard to any materiality qualification in individual representations. or warranties), or (ii) any failure by the Company to perform or comply with any covenant contained herein. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time -35- would have led to a reduction in the Merger Consideration. Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in Section 7.2(d) below) identifying Losses have been delivered to the Escrow Agent as provided in Section 7.2(e). (b) Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate as provided in Section 7.3(b) (the "Escrow Period"); provided that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that, together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, subject to the objection of the Shareholder Agent in the manner provided in Section 7.2(d), to satisfy any unsatisfied Losses concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the holders of Shares the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the holders of Shares pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund. (c) Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split, stock dividend or recapitalization) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the recordholders thereof. (iii) Each shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). (d) Claims Upon Escrow Fund. (i) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such -36- anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(e) hereof, deliver to Parent out of the Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in the Escrow Fund in an amount determined pursuant to Section 7.2(d)(ii) equal to such Losses. (ii) For the purposes of determining the number of shares of Parent Common Stock to be delivered to Parent out of the Escrow Fund pursuant to Section 7.2(d)(i), the shares of Parent Common Stock shall be valued at the Average Stock Price (as defined below). The "Average Stock Price" shall equal the average of the last reported sale prices of the Parent's Common Stock, as quoted on the Nasdaq National Market, over the ten (10) trading days ending on the day prior to which shares of Parent Common Stock are to be delivered to Parent in satisfaction of indemnification claims. (e) Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) unless the Escrow Agent shall have received written authorization from the Shareholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d), provided that no such payment or delivery may be made if the Shareholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period. (f) Resolution of Conflicts. In case the Shareholder Agent shall so object, in writing to any claim or claims made in any Officer's Certificate, the Shareholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. If no such agreement can be reached after good faith negotiation, either Parent and the Shareholder Agent will participate in a mutually agreeable form of non-binding mediation for a period of up to 60 days. Each party shall bear its own costs and expenses of such mediation, and each party shall pay one-half of the costs and fees of the mediator. If no resolution can be achieved during such 60-day period, the parties may seek legal remedies in accordance with Section 9.8 hereof. (g) Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Roger R. Mayer shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each holder of Consideration Common shares, for and on behalf of shareholders, to execute the Escrow Agreement, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in -37- satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Shareholder Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of Shares prior to the Effective Time, and after the Effective Time by the former holders of Shares as of the Effective Time from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest in the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the holders of Shares. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent. (h) Actions of the Shareholder Agent. A decision, act, consent or instruction of the Shareholder Agent shall constitute a decision of all the holders of Shares for whom a portion of the Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such shareholders, and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of each and every such shareholder of the Company. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Agent. (i) Third-Party Claims. In the event Parent becomes aware of a third-party claim which Parent believes may result in a demand against the Escrow Fund, Parent shall notify the Shareholder Agent of such claim, and the Shareholder Agent, as representative for the holders of Shares, shall be entitled, at their expense, to participate in any defense of such claim. Parent shall have the right in its sole discretion to settle any such claim; provided, however, that except with the consent of the Shareholder Agent which shall not be unreasonably withheld, no settlement of any such claim with third-party claimants shall alone be determinative of the amount of any claim against the Escrow Fund. In the event that the Shareholder Agent has consented to any such settlement and acknowledged that the claim is a valid claim against the Escrow Fund, the Shareholder Agent shall have no power or authority to object under any provision of this Section 7.2 to the amount of any claim by Parent against the Escrow Fund with respect to such settlement. -38- (j) Escrow Agent's Duties. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth in the Escrow Agreement. (k) Fees. SECTION 7.2. Limitation of Remedies. (a) Except for Sections 2.14, 5.14 and 5. 19, which shall survive the Merger through the expiration of the applicable statutes of limitations and which shall not be subject to the limitation of remedies set forth in this Section 7.2, Parent and Sub acknowledge and agree that, in the event the Merger is completed, the indemnification provisions in this Section 7.2 shall be the exclusive remedy of Parent and Sub for Losses described in Section 7.2, except in the event of fraud, including both active fraud and fraudulent concealment by the Company, its officers, directors, employees, agents or one or more former shareholder(s) of the Company against whom recovery for such fraud is sought. (b) At the six (6) month anniversary of the Effective Time, an amount equal to (X) one-half of the number of shares of Parent Common Stock in the Escrow Fund minus (Y) the number of shares of Parent Common Stock which are, at such date, claimed by Parent to be deliverable to Parent in satisfaction of claims identified in Officer's Certificates minus (Z) the number of shares of Parent Common Stock which have, as of such date, been delivered to Parent from the Escrow Fund in satisfaction of claims shall be released from the Escrow Fund to the record holders of such shares of Parent Common Stock. At the one-year anniversary of the Effective Time, the escrow shall terminate and all shares in the Escrow Fund, except shares that have been delivered to Parent under Article VII or, the number of shares of Parent Common Stock which are, at such date, claimed by Parent to be deliverable to Parent in satisfaction of claims identified in Officers' Certificates, shall be distributed to the former Company shareholders. ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.1. Termination. This Agreement may be terminated. and the Merger contemplated hereby may be abandoned, at any time prior to the Effective Time, whether before or after approval of matters presented in connection with the Merger by the shareholders of the Company: (a) by mutual written consent of Parent, Sub and the Company; (b) by either Parent or the Company: (i) if the Merger shall not have been consummated by March 30, 1999 for any reason, provided, however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a willful and material breach of this Agreement; -39- (ii) if any Restraint having any of the effects set forth in Section 6.1(d) shall be in effect and shall have become final and nonappealable. (c) by the Company, upon a breach of any representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement, or if any such representation or warranty or Parent shall have become inaccurate, in either case such that the conditions set forth in Section 6.2(a) or Section 6.2(b), as the case may be, would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided, that if such inaccuracy in Parent's representations and warranties or breach by Parent is curable by Parent through the exercise of its reasonable efforts, then (i) the Company may not terminate this Agreement under this Section 8.1(c) with respect to a particular breach or inaccuracy prior to or during the 45-day period commencing upon delivery by the Company of written notice to Parent describing such breach or inaccuracy, provided Parent continues to exercise reasonable efforts to cure such breach or inaccuracy and (ii) the Company may not, in any event, terminate this Agreement under this Section 8.1(c) if such inaccuracy or breach shall have been cured in all material respects during such 45-day period; and, provided further that the Company may not terminate this Agreement pursuant to this Section 8.1(c) if it shall have willfully and materially breached this Agreement; or (d) by Parent, upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any such representation or warranty of the Company shall have become inaccurate, in either case such that the conditions set forth in Section 6.3(a) or Section 6.3(b), as the can may be, would not be satisfied as of the time of such breach or as of the time such representations and warranties or breach by the Company is curable by the Company through the exercise of its reasonable efforts, then (i) Parent may not terminate this Agreement under this Section 8.1(d) with respect to a particular breach or inaccuracy prior to or during the 45-day period commencing upon delivery by Parent of written notice to the Company describing such breach or inaccuracy, provided the Company continues to exercise reasonable efforts to cure such breach or inaccuracy and (ii) Parent may not, in any event, terminate this Agreement under this Section 8.1(d) if such inaccuracy or breach have been cured in all material respects during such 45-day period; and, provided further that Parent may not terminate this Agreement pursuant to this Section 8.1(d) if it shall have willfully and materially breached this Agreement. SECTION 8.2. Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 8.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the provisions of the last sentence of Section 5.3, Section 5.5, Section 5.6, this Section 8.2 and Article VIII and except to the extent that such termination results from the willful and material breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement. SECTION 8.3. Amendment. This Agreement may be amended by the parties hereto at any time before or after any required approval of matters presented in connection with the Merger by -40- the shareholders of the Company; provided, however, that after any such approval there shall be made no amendment that by law requires further approval by such shareholders without the further approval of such shareholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. SECTION 8.4. Extension; Waiver. At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) subject to the proviso of Section 8.3, waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. ARTICLE IX GENERAL PROVISIONS SECTION 9.1. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to Parent or Sub, to: Sanmina Corporation 355 East Trimble Road San Jose, California 95131 Attention: Randy Furr, President with a copy to: Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 Attention: Christopher D. Mitchell if to the Company, to: Manu-tronics, Inc. 8701 100th Street Kenosha, Wisconsin 53142 Attention: Roger R. Mayer -41- with a copy to: O'Connor & Willems, S.C. 6633 Green Bay Road Kenosha, WI 53142 Attention: Cletus Willems SECTION 9.2. Definitions. For purposes of this Agreement: an "affiliate" of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person; "material adverse change" or "material adverse effect" means, when und in connection with the Company or Parent, any change or effect (or any development that insofar as can reasonably be foreseen, is likely to result in any change or effect) that is materially adverse to the business, properties, assets, liabilities (contingent or otherwise), financial condition or results of operations of either the Company and its subsidiaries or Parent and its subsidiaries, taken as a whole, as the case may be; a "person" means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization of other entity; and a "subsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person. SECTION 9.3. Interpretation. When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." SECTION 9.4. Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. SECTION 9.5. Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Exhibits hereto and the ancillary agreements contemplated hereby constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and such Exhibits and ancillary agreements. -42- SECTION 9.6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. SECTION 9.7. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties, except that Sub may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to Parent or to any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Sub of any of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. SECTION 9.8. Enforcement. The parties agree that irreparable damage would occur in the even that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breached of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of Wisconsin or in any Wisconsin state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of parties hereto (a) consents to submit itself to the personal jurisdiction of any court of the United States located in the State of Wisconsin or of any Wisconsin state court in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than a court of the United States located in the State of Wisconsin or a Wisconsin state court. SECTION 9.9. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. [The remainder of this page intentionally left blank.] -43- ARTICLES OF INCORPORATION OF SANM ACQUISITION SUBSIDIARY, INC. STOCK (FOR PROFIT) CORPORATION Executed by the undersigned for the purpose of forming a Wisconsin for-profit corporation under Chapter 180 of the Wisconsin Statutes repealed and recreated by 1989 Wis. Act 303: ARTICLE I The name of this corporation is SANM ACQUISITION SUBSIDIARY, INC. ARTICLE II The corporation is authorized to issue one class of shares to be designated "Common Stock". The number of shares of Common Stock authorized to be issued is One Thousand (1,000). ARTICLE III The street address of the initial registered office in the State of Wisconsin is 44 East Mifflin Street, Madison, Wisconsin 53703. ARTICLE IV The name of the initial registered agent at the above registered office is CT Corporation System. ARTICLE V The name and complete address of the incorporator are as follows: RoseAnn M. Rotandaro Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304 Executed on March 10, 1999. /s/ RoseAnn M. Rotandaro ------------------------------- RoseAnn M. Rotandaro, Incorporator This document was not drafted in Wisconsin. IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. SANMINA CORPORATION By: /s/ Randy W. Furr ----------------------------- Name: Randy W. Furr Title: President SANM ACQUISITION SUBSIDIARY, INC. By: /s/ Randy W. Furr ----------------------------- Name: Randy W. Furr Title: President MANU-TRONICS, INC. By: /s/ Roger R. Mayer ----------------------------- Name: Roger R. Mayer Title: President SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 30, 1999 AMONG SANMINA CORPORATION, SANM ACQUISITION SUBSIDIARY, INC. AND MANU-TRONICS, INC. -2- EX-3.1.53 52 f88326exv3w1w53.txt EXHIBIT 3.1.53 EXHIBIT 3.1.53 State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services ARTICLES OF CORRECTION 1. SANM ACQUISITION SUBSIDIARY, INC. (name of the corporation, limited liability company, or limited liability partnership before any correction that may be affected by these articles of correction) 2. ARTICLES OF MERGER FILED WITH THE Department of Financial (describe the document) Institutions on 03/30/99 (date) was ([X]) Incorrect at the time of filing (Complete items 1, 2, 3, 4 & 6) ([ ]) Defectively executed {[X] Check any that apply (Complete items 1, 2, 3, & 5) ([ ]) Defective in attestation, seal, verification or acknowledgement (Complete items 1, 2, 3 & 6) 3. Describe the defect(s): (Specify the incorrect statement and the reason why it is incorrect, or the manner in which the execution is defective.) SECTION 1.5(a) OF THE AGREEMENT AND PLAN OF MERGER ATTACHED TO THE ARTICLES OF MERGER WAS INCORRECTLY STATED THROUGH OVERSIGHT. 4. Enter the statement in its corrected condition: SECTION 1.5(a) OF THE AGREEMENT AND PLAN OF MERGER IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS: (a) the Articles of Incorporation of Sub, as in effect immediately prior to the Effective Time and as attached hereto, shall be the Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law, except that at the Effective Time, Article I of said Articles of Incorporation shall be amended to read in its entirety as follows: ARTICLE I The name of this corporation is Manu-tronics, Inc. FILING FEE - Business corporation, limited liability company or limited liability partnership, $40.00; Nonstock (including non-profit) corporation, $10.00. SEE instructions, suggestions and procedures on following pages. DFI/CORP/53(R1/01) Use of this form is voluntary. 4. Enter the statement in its corrected condition (cont'd): 5. Make the corrected execution: Executed on August 18, 2002 /s/ Michael M. Sullivan ------------------- ------------------------------- (Date) (Signature) Select and mark (X) below the Michael M. Sullivan appropriate title of the person ------------------------------- executing the document. (Printed name) For a corporation For a limited liability company Title: ([ ]) President ([X]) Secretary Title: ([ ]) Member OR ([ ]) Manager or other officer title_____________ For a limited liability partnership Title: ([ ]) Partner This document was drafted by DAVID L. BOURNE --------------------------------------------- (Name the individual who drafted the document) DFI/CORP/53(R1/01) -2- EX-3.1.54 53 f88326exv3w1w54.txt EXHIBIT 3.1.54 EXHIBIT 3.1.54 FEDERAL IDENTIFICATION NO. 04-2393279 THE COMMONWEALTH OF MASSACHUSETTS MICHAEL JOSEPH CONNOLLY Secretary of State ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108 RESTATED ARTICLES OF ORGANIZATION GENERAL LAWS, CHAPTER 1588, SECTION 74 This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the of stockholders adopting the restated articles of organization. The fee for filing this certificate is prescribed by General Laws, Chapter 1568, Section 114. Make check payable to the Commonwealth of Massachusetts. We, Jon F. Kropper President and James C. Hamilton Clerk of HADCO CORPORATION (Name of Corporation) located at .... c/o.James C. Hamilton, One Court Street, Boston, MA. 02108 do hereby certify that the following restatement of the articles of organization of the corporation was duly adopted at a meeting held on March 1, 1989, by vote of 8,973,423 shares of Common out of 10,850,497 shares outstanding. (Class of Stock) shares of out of shares outstanding, and (Class of Stock) shares of out of shares outstanding. (Class of Stock) being at least two-thirds of each class of stock outstanding and entitled to vote and of each class or series of stock adversely affected thereby: 1. The name by which the corporation shall he known is: Hadco Corporation 2. The purpose for which the corporation is formed are as follows: To carry on a general manufacturing and merchandising business and any business incidental thereto or in any way connected therewith, including, but without limiting the generality of the foregoing purpose, the trade or business of designing, producing, manufacturing, adapting, developing, forming, processing, converting, testing and otherwise acquiring, owning, holding, consuming, disposing of and dealing in, and an interest in, printed circuits and all types of electronic and communications equipment and any and all other goods, articles, materials, equipment or compounds required for, or convenient in connection with, or incidental to any of the foregoing, and any other trade or business which can conveniently be carried on in conjunction with any of the materials aforesaid in or upon the premises of the Corporation, and to carry on any business permitted by the laws of the Commonwealth of Massachusetts to a corporation organized under Chapter 156B. Note: If the spare provided under any article or item on this form is insufficient, additions shall be act forth at separate 8-1/2 x 11 sheets of paper leaving a left hand margin of at least 1 inch for binding. Additions to more than one article may be continued an a single sheet so long as each article requiring each such addition is clearly indicated. 3. The total number of shares and the par value, if any, of each class of stock which the corporation i authorized to issued is as follows:

WITHOUT PAR VALUE WITH PAR VALUE ----------------- -------------- CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE - -------------- ---------------- ---------------- --------- Preferred None None -- Common None 25,000,000 $.05

4. *If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established: None 5. *The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock of any class are as follows: None 6. *Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: See Continuation Sheet 6A, which is incorporated herein by reference. - ---------------------- * If there are no such provisions, state "None". Continuation Sheet 6A Meetings of stockholders may be held anywhere in the United States. The directors may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law or the by-laws requires action by the stockholders. The whole or any part of the authorized but unissued shares of capital stock may be issued at any time or from time to time by the Board of Directors without further action by the stockholders. The Corporation may be a partner in any business. The Corporation eliminates the personal liability of each director to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any statutory provision or other law imposing such liability; provided, that nothing in this paragraph shall eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section sixty-one or sixty-two of Chapter 156B of the Massachusetts General Laws, or (iv) for any transaction from which the director derived an improper personal benefit. We further certify that the foregoing restated articles of organization effect no amendments to the articles of organization of the corporation as heretofore amended, except amendments to the following articles 3 and 4. Briefly describe amendments in space below: The amendment abolishes the previously existing class of Convertible Preferred Stock and accordingly, amends Article 3 of the Restated Articles of Organization to delete reference to the Convertible Preferred Stock. Because the class of Convertible Preferred Stock has been eliminated and there remains only a single class of Common Stock of Hadco Corporation, Article 4, which had previously described the different classes of stock and the differing rights and privileges of such class, is deleted, in its entirety. IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, WE HAVE HERETO SIGNED OUR NAMES THIS 1ST DAY OF MARCH IN THE YEAR 1989. /s/ Jon F. Kropper President - ------------------------------------ Jon F. Kropper /s/ James C. Hamilton Clerk - --------------------------------------------- James C. Hamilton EX-3.1.55 54 f88326exv3w1w55.txt EXHIBIT 3.1.55 EXHIBIT 3.1.55 FEDERAL IDENTIFICATION NO. 04-2393279 Fee: $250.00 THE COMMONWEALTH OF MASSACHUSETTS WILLIAM FRANCIS GALVIN Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108 ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS (GENERAL LAWS, CHAPTER 156B, SECTION 82) We, Timothy P. Losik, Vice President, and James C. Hamilton, *Clerk of Hadco Corporation, (Exact name of corporation) organized under the laws of Massachusetts and herein called the parent corporation, certify as follows: 1. That the subsidiary corporation(s) to be merged into the parent corporation is/are: NAME STATE OF ORGANIZATION DATE OF ORGANIZATION Hadco Tech Center Three, Inc. Delaware June 11, 1996 2. The parent corporation, at the date of the vote, owned not less than ninety percent (90%) of the outstanding shares of each class of stock of the subsidiary corporation or corporations with which it has voted to merge. ITEM 3 BELOW MAY HE DELETED IF ALL THE CORPORATIONS ARE ORGANIZED TENDER THE LAWS OF MASSACHUSETTS AND IF GENERAL LAWS, CHAPTER 156B IS APPLICABLE TO THEM. 3. That in the case of each of the above named corporations, the laws of the state of its organization, if other than Massachusetts, permit the merger herein described, and that all action required under the laws of each such state in connection with this merger has been duly taken. *Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts, these articles are to be signed by officers having corresponding powers and duties. 4. That by unanimous written consent the directors of the parent corporation, the following vote, pursuant to General Laws, Chapter 156B, Section 82, Subsection (a) was duly adopted: Please see page 4A. PAGE 4A VOTED: That Hadco Tech Center Three, Inc., a wholly owned subsidiary of the Corporation, be merged into the Corporation pursuant to Massachusetts General Laws Chapter 156B, Section 82, effective upon the filing of Articles of Merger with the Secretary of the Commonwealth of Massachusetts. VOTED: That the Vice President and the Clerk of the Corporation are, and each of them is, hereby authorized and empowered, for and on behalf of the Corporation, to execute and file with the Secretary of the Commonwealth of Massachusetts Articles of Merger. VOTED: That the Vice President and the Clerk of the Corporation are, and each of them is, hereby authorized and empowered, for and on behalf of the Corporation, to execute and file with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger. VOTED: That the officers of the Corporation are, and each of them is, hereby authorized and empowered, for and on behalf of the Corporation, to execute such other instruments and to do or cause to be done any and all such other acts and things as they, or any of them, may deem necessary, appropriate, or desirable in order to enable the Corporation fully and promptly to carry out the purposes and intents of the foregoing resolutions, the authority of such officer to be conclusively evidenced by his execution of any such document, paper or instrument. 5. The effective date of the merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date, which shall not be more than thirty days after the date of filing. SIGNED UNDER THE PENALTIES OF PERJURY, this 27th day of June, l997. /s/ [ILLEGIBLE] , Vice President, - --------------------------- /s/ [ILLEGIBLE] , Clerk - --------------------------- *Delete the inapplicable words. In case the parent corporation is organized under the laws of a state other than Massachusetts, these articles are to be signed by officers having corresponding powers and duties. EX-3.1.56 55 f88326exv3w1w56.txt EXHIBIT 3.1.56 EXHIBIT 3.1.56 FEDERAL IDENTIFICATION NO. 04-2393279 THE COMMONWEALTH OF MASSACHUSETTS WILLIAM FRANCIS GALVIN Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108 ARTICLES OF AMENDMENT (GENERAL LAWS, CHAPTER 156B, SECTION 72) We, Andrew E Lietz, *President/ and James C. Hamilton, *Clerk/ of HADCO CORPORATION. (Exact name of corporation) located at: c/o James C. Hamilton, 73 Tremont Street, Boston, MA 02108 (Street address of corporation in Massachusetts) certify that these Articles of Amendment affecting articles numbered: Article 3 (Number those articles 1, 2, 3, 4, 5, and/or 6 being amended) of the Articles of Organization were duly adopted at a meeting held on March 4, 1998, by vote of: 10,377,873 shares of common stock of 13,107,357 shares outstanding (type, class & series, if any) __________ shares of _____________of __________ shares outstanding, and (type, class & series, if any) __________ shares of _____________of __________ shares outstanding, and (type, class & series, if any) (1)**being at least a majority of each type, class or series outstanding and entitled to vote thereon: (2) '*Delete the inapplicable words. **Delete the inapplicable clause. Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8-1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated. - ------------------ (1) For amendments adopted pursuant to Chapter 156B, Section 70. (2) For amendments adopted pursuant to Chapter 156B, Section 71. To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following: The total presently authorized is:

- ------------------------------------------------------------------------------- WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS - ------------------------------------------------------------------------------- TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE - ------------------------------------------------------------------------------- Common N/A Common: 25,000,000 $0.05 - ------------------------------------------------------------------------------- Preferred: N/A Preferred: N/A N/A - -------------------------------------------------------------------------------

Change the total authorized to:

- ------------------------------------------------------------------------------- WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS - ------------------------------------------------------------------------------- TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE - ------------------------------------------------------------------------------- Common N/A Common: 55,000,000 $0.05 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Preferred: N/A Preferred: N/A N/A - -------------------------------------------------------------------------------

The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 156B, Section 6 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. SIGNED UNDER THE PENALTIES OF PERJURY, this 4th day of March, 1998. /s/ Andrew E. Lietz , *President/* - ------------------------------------ Andrew E. Lietz /s/ James C. Hamilton , *Clerk/* - ------------------------------------ James C. Hamilton Delete the inapplicable words. EX-3.1.57 56 f88326exv3w1w57.txt EXHIBIT 3.1.57 EXHIBIT 3.1.57 FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION NO. APPLIED FOR NO. 04-2393279 THE COMMONWEALTH OF MASSACHUSETTS WILLIAM FRANCIS GALVIN Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 ARTICLES OF MERGER (GENERAL LAWS, CHAPTER 156B, SECTION 78) merger of SANM Acquisition Subsidiary, Inc. and Hadco Corporation _______________________________________ _______________________________________ the constituent corporations, into Hadco Corporation one of the constituent corporations The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows: 1. An agreement of merger has been duly adopted to compliance with the requirements of General Laws, Chapter of 156B, Section 78, and will be kept as provided by Subsection (d) thereof. The surviving corporation will furnish a copy of said agreement to any its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge. 2. The effective date of the merger determined pursuant to the agreement of merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which should not be more than thirty days after the date of filing. 3. (For a merger) The following amendments to the Articles of Organization of the surviving corporation have been effected pursuant to the agreement of merger: See Exhibit A attached hereto. Delete the inapplicable word. **if there are no provisions state "None". Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper with a left margins of at least 1 inch. Additions to more than one article may be made on a single sheet as long as each article requiring each addition so clearly indicated. (FOR A CONSOLIDATION) (a) The purpose of the resulting corporation is to engage in the following business activities: (b) State the total number of shares and the par value, if any, of each class of stock which the resulting corporation is authorized to issue.

- -------------------------------------------------------------------------------- WITHOUT PAR VALUE WITH PAR VALUE - -------------------------------------------------------------------------------- TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE - -------------------------------------------------------------------------------- Common: Common: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Preferred: Preferred: - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------

**(c) if more than one class of stock is authorized, state a distinguishing designation for each class and provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of each class and of each series then established. **(d) The restrictions, if any, on the transfer of stock contained in the agreement of consolidation are: **(e) Other unlawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: ** If there are not provisions state "None". -2- EXHIBIT A TO ARTICLES OF MERGER OF SANM ACQUISITION SUBSIDIARY, INC. WITH AND INTO HADCO CORPORATION ARTICLE II The purpose of the corporation is to engage in the following business activities: To carry on a general manufacturing and merchandising business and to carry on any and all business permitted by the laws of the Commonwealth of Massachusetts with respect to a corporation organized under Chapter 156B of the General Laws. ARTICLE III State the total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue.

- -------------------------------------------------------------------------------- WITHOUT PAR VALUE WITH PAR VALUE - -------------------------------------------------------------------------------- TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE - -------------------------------------------------------------------------------- Common: NONE Common: 1,000 $0.01 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Preferred: NONE Preferred: NONE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------

ARTICLE IV If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class. Not applicable. ARTICLE V The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock any class are: None. ARTICLE VI Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or any class of stockholders: No Director or officer shall be disqualified by his office from dealing or contracting as vendor, purchaser or otherwise, whether in his individual capacity or through any other corporation, trust, association, firm or joint venture in which he is interested as a stockholder, director, trustee, partner or otherwise, with the corporation or any corporation, trust, association, firm or joint venture in which the corporation shall be a stockholder or otherwise interested or which shall hold stock or be otherwise interested in the corporation, nor shall any such dealing or contract be avoided, nor shall any Director or officer so dealing or contracting be liable to account for any profit or benefit realized through any such dealing or contract to the corporation or to any stockholder or creditor thereof solely because of the fiduciary relationship established by reason of his holding such Directorship or office. Any such interest of a Director shall not disqualify him from being counted in determining the existence of a quorum at any meeting nor shall any such interest disqualify him from voting or consenting as a Director or having his vote or consent counted in connection with any such dealing or contract. No stockholder shall be disqualified from dealing or contracting as vendor, purchaser or otherwise, either in his individual capacity or through any other corporation, trust, association, firm or joint venture in which he is interested as a stockholder, director, trustee, partner or otherwise, with the corporation or any corporation, trust, association, firm or joint venture in which the corporation shall be a stockholder or otherwise interested or which he hold stock or be otherwise interested in the corporation, nor shall any such dealing or contract be avoided, nor shall any stockholder so dealing or contracting be liable to account for any profit or benefit realized through any such contract or dealing to the corporation or to any stockholder or creditor thereof by reason of such stockholder holding stock in the corporation to any amount, nor shall any fiduciary relationship be deemed to be established by such stockholding. Meetings of the stockholders of the corporation may be held at any place within the United States. The corporation may be a partner in any business enterprise it would have power to conduct by itself. The Directors may make, amend or repeal the By-Laws in whole or in part, except with respect to any provision thereof which by law or the By-Laws requires action by the stockholders. No Director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director notwithstanding any statutory provision or other law imposing such liability, except for liability of a Director (i) for any breach of the Director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Sections 61 or 62 of Chapter 156B of the Massachusetts General Laws, or (iv) for any transaction from which the Director derived an improper personal benefit. No amendment or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any Director of the corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal. EX-3.1.58 57 f88326exv3w1w58.txt EXHIBIT 3.1.58 EXHIBIT 3.1.58 FEDERAL IDENTIFICATION NO. 04-2393279 Fee: $250.00 THE COMMONWEALTH OF MASSACHUSETTS WILLIAM FRANCIS GALVIN Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS (GENERAL LAWS, CHAPTER 156B, SECTION 82) 01238911 We, Randy Furr, *President and Rick Ackel, *Clerk of HADCO CORPORATION. (Exact name of corporation) organized under the laws of Massachusetts and herein called the parent corporation, certify as follows: 1. That the subsidiary corporation(s) to be merged into the parent corporation is/are:

NAME STATE OF ORGANIZATION DATE OF ORGANIZATION 1] Hadco Phoenix, Inc. Delaware February 1, 1998 2] CCIR of Texas Corp. Texas March 27, 1997 3] CCIR of California Corp. California November 5, 1997

2. The parent corporation, at the date of the vote, owned not less than ninety percent (90%) of the outstanding shares of each class of stock of the subsidiary corporation or corporations with which it has voted to merge. ITEM 3 BELOW MAY BE DELETED IF ALL THE CORPORATIONS ARE ORGANIZED UNDER THE LAWS OF MASSACHUSETTS AND IF GENERAL LAWS, CHAPTER 156B IS APPLICABLE TO THEM. 3. That in the case of each of the above named corporations, the laws of the state of its organization, if other than Massachusetts, permit the merger herein described, and that all action required under the laws of each such state in connection with this merger has been duly taken. *Delete the inapplicable words, !n case the parent corporation is organized under the laws of a state other than Massachusetts, these articles are to be signed by officers having corresponding powers and duties. 4. That at a meeting of the directors of the parent corporation, the following vote, pursuant to General Laws, Chapter 156B, Section 82, Subsection (a) was duly adopted: See page 4A NOTE: VOTES, FOR WHICH THE SPACE PROVIDED ABOVE IT NOT SUFFICIENT, SHOULD BE LISTED ON ADDITIONAL SHEETS TO BE NUMBERED 4A, 4B, ETC. ADDITIONAL SHEETS MUST BE 8 1/2 X 11 AND HAVE A LEFT HAND MARGIN OF 1 INCH. ONLY ONE SIDE SHOULD BE USED. PAGE 4A ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF HADCO CORPORATION RESOLVED: that Hadco Corporation merge, and it hereby does merge, each of the entities listed below into itself and assumes all of their liabilities and obligations: Hadco Phoenix, Inc. CCIR of Texas Corp. CCIR of California Corp. FURTHER RESOLVED: that each merger shall be effective upon filing with the appropriate government offices. FURTHER RESOLVED: that the proper officers of Hadco Corporation be and they hereby are authorized and directed to make and execute Articles of Merger setting forth a copy of these resolutions to merge each of the above-listed entities and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Delaware Secretary of State and the Secretary of the Commonwealth of Massachusetts and to do all acts and things whatsoever, whether within or without the State of Delaware and the State of Massachusetts, which may be necessary or proper to effect said merger. DIRECTORS VOTING IN FAVOR DIRECTORS OPPOSED OF ABOVE RESOLUTION TO ABOVE RESOLUTION /s/ Randy Furr None ------------------------------- Randy Furr /s/ Rick Ackel ------------------------------- Rick Ackel 5. The effective date of the merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date, which shall not be more than thirty days after the date of filing: 1] As to Hadco Phoenix, Inc., the effective date of the merger shall be September 28, 2001. 2] As to CCIR of Texas Corp., the effective date of the merger shall be September 28, 2001. 3] As to CCIR of California Corp., the effective date of the merger shall be September 28, 2001. SECTION 6 BELOW MAY BE DELETED IF THE PARENT CORPORATION IS ORGANIZED UNDER THE LAWS OF MASSACHUSETTS. 6. The parent corporation hereby agrees that it may be sued in the Commonwealth of Massachusetts for any prior obligation of any corporation organized under the laws of Massachusetts with which it has merged, and any obligation hereafter incurred by the parent corporation, including the obligation created by General Laws, Chapter 156B, Section 82, Subsection (e), so long as any liability remains outstanding against the parent corporation in the Commonwealth of Massachusetts, and it hereby irrevocably appoints the Secretary of the Commonwealth as its agent to accept service of process in any action for the enforcement of any such obligations, including taxes, in the same manner as provided in Chapter 181. SIGNED UNDER THE PENALTIES OF PERJURY, this 26 day of September, 2001, /s/ Randy Furr Randy Furr , * President ------------------------------------------------------- /s/ Rick Ackel Rick Ackel , * Clerk ------------------------------------------------------- Delete the inapplicable words, In case the parent corporation is organized under the laws of a state other than Massachusetts, these articles are to be signed by officers having corresponding powers and duties. EX-3.1.59 58 f88326exv3w1w59.txt EXHIBIT 3.1.59 EXHIBIT 3.1.59 CERTIFICATE OF MERGER MERGING SUN ACQUISITION SUBSIDIARY, INC. WITH AND INTO SCI SYSTEMS, INC. ------------------------- Pursuant to Section 251 of the General Corporation Law of the State of Delaware ------------------------- SCI Systems, Inc., a Delaware corporation ("SCI"), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME STATE OF INCORPORATION - ---- ---------------------- SCI Systems, Inc. Delaware Sun Acquisition Subsidiary, Inc. Delaware

SECOND: That the Amended and Restated Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of July 13, 2001, among Sanmina Corporation, a Delaware corporation, SCI and Sun Acquisition Subsidiary, Inc., a Delaware corporation ("SUN"), setting forth the terms and conditions of the merger of SUN with and into SCI (the "Merger"), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the Delaware Law. THIRD: The name of the surviving corporation in the Merger is SCI Systems, Inc. (the "Surviving Corporation"). FOURTH: That pursuant to the Merger Agreement, from and after the effective time of the Merger, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit A attached hereto. FIFTH: That an executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address: SCI Systems, Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805. SIXTH: That a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. SEVENTH: That the Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware. -2- IN WITNESS WHEREOF, SCI Systems, Inc. has caused this Certificate of Merger to be executed in its corporate name as of the 6th day of December, 2001. SCI SYSTEMS, INC. By: /s/ A. Eugene Sapp, Jr. ------------------------------------- President and Chief Executive Officer [SIGNATURE PAGE TO THE CERTIFICATE OF MERGER] -3- EXHIBIT A RESTATED CERTIFICATE OF INCORPORATION OF SCI SYSTEMS, INC. 1. The name of this corporation is SCI Systems, Inc. 2. The address of the corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is The Corporation Trust Company, 3. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The corporation is authorized to issue one class of shares to be designated "Common Stock". The number of shares of Common Stock authorized to be issued is One Thousand (1,000), with par value of $0.001 per share. 5. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the corporation. 6. The election of directors need not be by written ballot unless the Bylaws of the corporation shall so provide. 7. (a) To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. (b) The corporation shall indemnify each of the corporation's directors and officers in each and every situation where under Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time ("Section 145"), the Corporation is permitted or empowered to make such indemnification. The corporation may, in the sole discretion of the Board of Directors of the corporation, indemnify any other person who may be indemnified pursuant to Section 145 to the extent the Board of Directors deems advisable, as permitted by Section 145. The Corporation shall promptly make or cause to be made any determination required to be made pursuant to Section 145. 8. Advance notice of new business and stockholder nomination for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the corporation. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. -2- EX-3.1.60 59 f88326exv3w1w60.txt EXHIBIT 3.1.60 EXHIBIT 3.1.60 CERTIFICATE OF INCORPORATION OF SCI U.K. HOLDING, INC. FIRST: The name of this Corporation is SCI U.K. HOLDING, INC. SECOND: Its Registered Office in the State of Delaware is to be located at 100 West Tenth Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The Registered Agent in charge thereof is The Corporation Trust Company. THIRD: The business of the Corporation shall be to hold shares either directly or through one or more subsidiaries, in any company established for the purpose of carrying on in the United Kingdom or Continental Europe the business of SCI Systems, Inc., a Delaware corporation, and to advise and assist in the promotion and development of the business of any such company, including, without prejudice to the generality of the foregoing, to provide all or part of the finance required by any such company and in connection therewith, the Corporation may employ such staff, raise money by whatsoever means, place funds on deposit or otherwise invest funds not for the time being used in the principal business of the Corporation with a view to obtaining income therefrom or of making a long term gain but not for short term profit and generally, the Corporation may do anything calculated to facilitate or which is conducive or incidental to the attainment of the above object. FOURTH: The amount of the total authorized stock of this Corporation is One Thousand Dollars ($1,000), divided into Ten Thousand (10,000) shares, of One-Tenth of One Dollar ($0.10) each. FIFTH: The name and mailing address of the incorporator is as follows: NAME MAILING ADDRESS Wayne Shortridge Powell, Goldstein, Frazer & Murphy The Citizens and Southern National Bank Building 35 Broad Street, N.W. Atlanta, Georgia 30335 SIXTH: The initial Board of Directors shall consist of three (3) members who shall be and whose addresses are: NAME MAILING ADDRESS John Gallagher P.O. Box 4 One Crompton Way North Newmoor Industrial Estate Irvine, Ayrshire Scotland KA11 4HU Olin B. King 5000 Technology Drive Huntsville, Alabama 35802 Ian Lumsden P.O. Box 4 One Crompton Way North Newmoor Industrial Estate Irvine, Ayrshire Scotland KA11 4HU THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of Delaware, does make, file and record this Certificate, and does certify that the facts herein stated are true; and has accordingly set his hand this 12th day of July, 1984. /s/ Wayne Shortridge --------------------------------- Incorporator -2- EX-3.1.61 60 f88326exv3w1w61.txt EXHIBIT 3.1.61 EXHIBIT 3.1.61 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SCI U.K. HOLDING, INC. SCI U.K. Holding, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify: The amendment to the Corporation's Certificate of Incorporation set forth in the following resolution approved by the Corporation's Board of Directors and Stockholders was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware: WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation to amend the Corporation's Certificate of Incorporation so as to increase the total authorized stock of the Corporation to 100,000 shares of $0.10 par value; RESOLVED, the Certificate of Incorporation of the Corporation shall be amended by deleting the fourth paragraph in its entirety and inserting in lieu thereof the following language (the "Amendment"): FOURTH: The amount of the total authorized stock of this Corporation is Ten Thousand Dollars ($10,000.00), divided into One Hundred Thousand (100,000) shares, of One-Tenth of One Dollar ($0.10) each. IN WITNESS WHEREOF, SCI U.K. Holding, Inc. has caused this Certificate to be signed and attested by its duly authorized officers as of the 4th day of April, 1985. SCI U.K. HOLDING, INC. By: /s/ Olin B. King --------------------------- ATTEST: Title: Vice President/Director By: /s/ [ILLEGIBLE] -------------------------------- Title: Secretary/Director [CORPORATE SEAL] EX-3.1.62 61 f88326exv3w1w62.txt EXHIBIT 3.1.62 EXHIBIT 3.1.62 CERTIFICATE OF OWNERSHIP AND MERGER MERGING SCI U.K. TRADING, INC. INTO SCI U.K. HOLDING, INC. (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE) SCI U.K. HOLDING, INC., a Delaware corporation (the "Corporation"), does hereby certify: FIRST: That the Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware. SECOND: That the Corporation owns all of the outstanding shares of each class of the capital stock of SCI U.K. Trading, Inc., a Delaware corporation. THIRD: That the Corporation, by the following resolutions of its Board of Directors, duly adopted by unanimous consent dated as of the 19th day of October, 1987, determined to merge into itself SCI U.K. Trading, Inc. on the conditions set forth in such resolutions: RESOLVED, that SCI U.K. Holding, Inc. merge into itself its subsidiary, SCI U.K. Trading, Inc., and assume all of said subsidiary's liabilities and obligations; FURTHER RESOLVED, that the President and Secretary of SCI U.K. Holding, Inc. be and they hereby are directed to make, execute and acknowledge a certificate of ownership and merger setting forth a copy of the resolution to merge said SCI U.K. Trading, Inc. into SCI U.K. Holding, Inc. and to assume said subsidiary's liabilities and obligations, and to file the same in the office of the Secretary of State of Delaware and a certified copy thereof in the Office of the Recorder of Deeds of the County of New Castle, Delaware. IN WITNESS WHEREOF, said SCI U.K. Holding, Inc. has caused its corporate seal to be affixed and this certificate to be signed by A. Eugene Sapp, Jr., its President, and D. Lynn Cox, its Secretary, as of the 19th day of October, 1987. SCI U.K. Holding, Inc. By: /s/ A. Eugene Sapp, Jr. ------------------------------- A. Eugene Sapp, Jr. President ATTEST: By: /s/ D. Lynn Cox ----------------------------------- D. Lynn Cox Secretary -2- CORPORATE ACKNOWLEDGEMENT STATE OF ALABAMA COUNTY OF MADISON Be it remembered that on this 19th day of October, 1987, personally came before me, Eunice Betts, a notary public in and for the county and state aforesaid, A. Eugene Sapp, Jr., president of SCI U.K. Holding, Inc., a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he the said A. Eugene Sapp, Jr., as such president, duly executed the said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation and the facts stated therein are true; that the signature of the president of said corporation to the foregoing certificate is the handwriting of the said president of said corporation, and that the seal affixed to said certificate, and attested by the secretary of said corporation, is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. /s/ Eunice Betts (SEAL) --------------------------------- Notary Public EX-3.1.63 62 f88326exv3w1w63.txt EXHIBIT 3.1.63 EXHIBIT 3.1.63 CERTIFICATE FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION SCI U.K. HOLDING, INC., a corporation organized under the laws of Delaware, the Certificate of Incorporation of which was filed in the office of the Secretary of State on the 13th day of July, 1984 and thereafter voided for non-payment of taxes, now desiring to procure a revival of its Certificate of Incorporation, hereby certifies as follows: 1. The name of this corporation is SCI U.K. HOLDING, INC. 2. Its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle and the name of its registered agent at such address is The Corporation Trust Company. 3. The date when the revival of the Certificate of Incorporation of this corporation is to commence is the 29th day of February, 1992, same being prior to the date the Certificate of Incorporation became void. Revival of the Certificate of Incorporation is to be perpetual. 4. This corporation was duly organized under the laws of Delaware and carried on the business authorized by its Certificate of Incorporation until the 1st day of March, 1992, at which time its Certificate of Incorporation became inoperative and void for non-payment of taxes and this Certificate for Renewal and Revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of Delaware. IN WITNESS WHEREOF, said SCI U.K. HOLDINGS, INC. in compliance with Section 312 of Title 8 of the Delaware Code has caused this certificate to be signed by A.E. Sapp, Jr., its last and acting President and attested by Wayne Shortridge, its last and acting Assistant Secretary, this 11th day of March, 1993. SCI U.K. HOLDING, INC. By: /s/ A.E. Sapp, Jr. ---------------------------------- Last and Acting President A. E. Sapp, Jr. ATTEST: By: /s/ Wayne Shortridge -------------------------------- Last and Acting Asst. Secretary Wayne Shortridge -2- EX-3.1.64 63 f88326exv3w1w64.txt EXHIBIT 3.1.64 EXHIBIT 3.1.64 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SCI U.K. HOLDING, INC. SCI U.K. HOLDING, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify: The amendment to the Corporation's Certificate of Incorporation set forth in the following joint resolution approved by the Board of Directors and the Shareholder of the Corporation was duly adopted as of December 31, 1992, in accordance with the provisions of Sections 141(f) and 228 of the General Corporation Law of the State of Delaware, respectively: WHEREAS, the Board of Directors of the Corporation has determined it to be in the best interest of the Corporation to amend the Certificate of Incorporation of the Corporation to change the name of the Corporation from "SCI U.K. HOLDING, INC." to "SCI HOLDINGS, INC." and the Shareholder has agreed thereto; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors and the Shareholder of the Corporation do hereby unanimously approve the name change of the Corporation to "SCI HOLDINGS, INC."; that the first paragraph of the Certificate of Incorporation be deleted in its entirety and the following substituted in lieu thereof: "First, the name of this Corporation is SCI HOLDINGS, INC."; that the officers of the Corporation be and they are hereby authorized to do acts and to execute and deliver all documents deemed necessary or desirable to effect the foregoing; and that the signature of such officer to a document shall be conclusive evidence of his authority to execute and deliver such document. IN WITNESS WHEREOF, SCI U.K. HOLDING, INC. has caused this Certificate to be signed and attested by its duly authorized officers as of the 7th day of January, 1993. SCI U.K. HOLDING, INC. By: /s/ A. Eugene Sapp, Jr. ------------------------------------ A. Eugene Sapp, Jr. President ATTEST: By: /s/ Michael M. Sullivan ------------------------- Michael M. Sullivan Secretary [CORPORATE SEAL] -2- EX-3.1.65 64 f88326exv3w1w65.txt EXHIBIT 3.1.65 EXHIBIT 3.1.65 CERTIFICATE OF INCORPORATION OF INTERAGENCY, INC. 1. The name of the corporation is INTERAGENCY, INC. 2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To conduct a general insurance agency and insurance brokerage business, and to act as agents, brokers, representatives, attorney-in-fact and agency managers in soliciting, receiving applications for, and placing, insurance of all kinds. To establish, maintain, manage, conduct and operate, in any part of the world, travel bureaus, travel agencies, tourist agencies, and to engage in, transact, conduct and carry on any and all occupations and businesses necessary or convenient in connection therewith or incidental, applicable or contributory thereto. To act as agent, broker or attorney-in-fact, for others in purchasing, selling, leasing and otherwise dealing in and with real property, or any interest therein; to act as agent for others in the loaning and borrowing of money, secured by real and personal property; and to engage in and carry on a general real estate agency and brokerage business. To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00). 5A. The name and mailing address of each incorporator is as follows: NAME MAILING ADDRESS S. E. Widdoes 100 West Tenth Street Wilmington, Delaware 19801 W. J. Reif 100 West Tenth Street Wilmington, Delaware 19801 J. L. Rivera 100 West Tenth Street Wilmington, Delaware 19801 5B. The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows: NAME MAILING ADDRESS William R. Snyder Interagency, Inc. P. O. Box 4208 Huntsville, Alabama 35802 A. E. Sapp Interagency, Inc. P. O. Box 4208 Huntsville, Alabama 35802 B. Reid Presson, Jr. Interagency, Inc. P. O. Box 4208 Huntsville, Alabama 35802 -2- 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation. 8. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 25th day of June, 1973. /s/ S.E. Widdoes -------------------------------- /s/ W.J. Reif -------------------------------- /s/ J.L. Rivera -------------------------------- -3- EX-3.2.1 65 f88326exv3w2w1.txt EXHIBIT 3.2.1 EXHIBIT 3.2.01 AMENDED AND RESTATED BYLAWS OF MOOSE ACQUISTION SUBSIDIARY, INC. (initially adopted on November 25, 2002) TABLE OF CONTENTS

PAGE ---- ARTICLE I - CORPORATE OFFICES.............................................................. 1 1.1 REGISTERED OFFICE........................................................ 1 1.2 OTHER OFFICES............................................................ 1 ARTICLE II - MEETINGS OF STOCKHOLDERS...................................................... 1 2.1 PLACE OF MEETINGS........................................................ 1 2.2 ANNUAL MEETING........................................................... 1 2.3 SPECIAL MEETING.......................................................... 1 2.4 NOTICE OF STOCKHOLDERS' MEETINGS......................................... 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE............................. 2 2.6 QUORUM................................................................... 2 2.7 ADJOURNED MEETING; NOTICE................................................ 2 2.8 CONDUCT OF BUSINESS...................................................... 3 2.9 VOTING................................................................... 3 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.................. 3 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.............. 3 2.12 PROXIES.................................................................. 4 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.................................... 4 ARTICLE III - DIRECTORS.................................................................... 5 3.1 POWERS................................................................... 5 3.2 NUMBER OF DIRECTORS...................................................... 5 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.................. 5 3.4 RESIGNATION AND VACANCIES................................................ 5 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE................................. 6 3.6 REGULAR MEETINGS......................................................... 6 3.7 SPECIAL MEETINGS; NOTICE................................................. 6 3.8 QUORUM................................................................... 7 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING........................ 7 3.10 FEES AND COMPENSATION OF DIRECTORS....................................... 7 3.11 APPROVAL OF LOANS TO OFFICERS............................................ 7 3.12 REMOVAL OF DIRECTORS..................................................... 7 ARTICLE IV - COMMITTEES.................................................................... 8 4.1 COMMITTEES OF DIRECTORS.................................................. 8 4.2 COMMITTEE MINUTES........................................................ 8 4.3 MEETINGS AND ACTION OF COMMITTEES........................................ 8 ARTICLE V - OFFICERS....................................................................... 9 5.1 OFFICERS................................................................. 9 5.2 APPOINTMENT OF OFFICERS.................................................. 9 5.3 SUBORDINATE OFFICERS..................................................... 9 5.4 REMOVAL AND RESIGNATION OF OFFICERS...................................... 9

-i- TABLE OF CONTENTS (CONTINUED)

PAGE ---- 5.5 VACANCIES IN OFFICES..................................................... 9 5.6 CHAIRPERSON OF THE BOARD................................................. 10 5.7 CHIEF EXECUTIVE OFFICER.................................................. 10 5.8 PRESIDENT................................................................ 10 5.9 VICE PRESIDENTS.......................................................... 10 5.10 SECRETARY................................................................ 10 5.11 CHIEF FINANCIAL OFFICER.................................................. 11 5.12 ASSISTANT SECRETARY...................................................... 11 5.13 ASSISTANT TREASURER...................................................... 11 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS........................... 12 5.15 AUTHORITY AND DUTIES OF OFFICERS......................................... 12 ARTICLE VI - RECORDS AND REPORTS........................................................... 12 6.1 MAINTENANCE AND INSPECTION OF RECORDS.................................... 12 6.2 INSPECTION BY DIRECTORS.................................................. 12 ARTICLE VII - GENERAL MATTERS.............................................................. 13 7.1 CHECKS................................................................... 13 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS......................... 13 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES................................... 13 7.4 SPECIAL DESIGNATION ON CERTIFICATES...................................... 13 7.5 LOST CERTIFICATES........................................................ 14 7.6 CONSTRUCTION; DEFINITIONS................................................ 14 7.7 DIVIDENDS................................................................ 14 7.8 FISCAL YEAR.............................................................. 14 7.9 SEAL..................................................................... 14 7.10 TRANSFER OF STOCK........................................................ 15 7.11 STOCK TRANSFER AGREEMENTS................................................ 15 7.12 REGISTERED STOCKHOLDERS.................................................. 15 7.13 WAIVER OF NOTICE......................................................... 15 ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION........................................... 15 8.1 NOTICE BY ELECTRONIC TRANSMISSION........................................ 15 8.2 DEFINITION OF ELECTRONIC TRANSMISSION.................................... 16 8.3 INAPPLICABILITY.......................................................... 16 ARTICLE IX - AMENDMENTS.................................................................... 16 ARTICLE X - INDMENNIFICATION OF DIRECTORS AND OFFICERS..................................... 17

-ii- AMENDED AND RESTATED BYLAWS OF MOOSE ACQUISTION SUBSIDARY, INC. ARTICLE I -- CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Moose Acquisition Subsidiary, Inc. shall be fixed in the corporation's certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES. The corporation's Board of Directors (the "Board") may at any time establish other offices at any place or places where the corporation is qualified to do business. ARTICLE II -- MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the "DGCL"). In the absence of any such designation or determination, stockholders' meetings shall be held at the corporation's principal executive office. 2.2 ANNUAL MEETING. The annual meeting of stockholders shall be held each year. The Board shall designate the date and time of the annual meeting. In the absence of such designation the annual meeting of stockholders shall be held on the second Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day. At the annual meeting, directors shall be elected and any other proper business may be transacted. 2.3 SPECIAL MEETING. A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. If any person(s) other than the Board calls a special meeting, the request shall: (i) be in writing; (ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and (iii) be delivered personally or sent by registered mail or by facsimile transmission to the chairperson of the Board, the chief executive officer, the president (in the absence of a chief executive officer) or the secretary of the corporation. The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held. 2.4 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 2.5 or Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of stockholders shall be given: (i) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the corporation's records; or (ii) if electronically transmitted as provided in Section 8.1 of these bylaws. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or any other agent of the corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 2.6 QUORUM. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. 2.7 ADJOURNED MEETING; NOTICE. When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned -2- meeting are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.8 CONDUCT OF BUSINESS. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. 2.9 VOTING. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL. Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL. 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall -3- not precede the date on which the resolution fixing the record date is adopted and which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other such action. If the Board does not so fix a record date: (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed. (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.12 PROXIES. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation's principal executive office. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. -4- ARTICLE III -- DIRECTORS 3.1 POWERS. Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. 3.2 NUMBER OF DIRECTORS. The authorized number of Directors shall initially be se at two (2). Thereafter the authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS. Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director, including a director elected to fill a vacancy, shall hold office until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; if authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must be either set forth or be submitted with information from which it can be determined that the electronic transmission authorized by the stockholder or proxy holder. 3.4 RESIGNATION AND VACANCIES. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Unless otherwise provided in the certificate of incorporation or these bylaws: (i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. (ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. -5- If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable. 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. The Board may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 3.6 REGULAR MEETINGS. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. 3.7 SPECIAL MEETINGS; NOTICE. Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or any two directors. Notice of the time and place of special meetings shall be: (i) delivered personally by hand, by courier or by telephone; (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile; or (iv) sent by electronic mail, directed to each director at that director's address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation's records. -6- If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation's principal executive office) nor the purpose of the meeting. 3.8 QUORUM. At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 3.10 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors. 3.11 APPROVAL OF LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the corporation. 3.12 REMOVAL OF DIRECTORS. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. -7- No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. ARTICLE IV -- COMMITTEES 4.1 COMMITTEES OF DIRECTORS. The Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation, 4.2 COMMITTEE MINUTES. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. 4.3 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 (place of meetings and meetings by telephone); (ii) Section 3.6 (regular meetings); (iii) Section 3.7 (special meetings and notice); (iv) Section 3.8 (quorum); (v) Section 7.13 (waiver of notice); and (vi) Section 3.9 (action without a meeting) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However: (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; -8- (ii) special meetings of committees may also be called by resolution of the Board; and (iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE V -- OFFICERS 5.1 OFFICERS. The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. 5.2 APPOINTMENT OF OFFICERS. The Board shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 and 5.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. 5.3 SUBORDINATE OFFICERS. The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine. 5.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 VACANCIES IN OFFICES. Any vacancy occurring in any office of the corporation shall be filled by the Board or as provided in Section 5.2. -9- 5.6 CHAIRPERSON OF THE BOARD. The chairperson of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or as may be prescribed by these bylaws. If there is no chief executive officer or president, then the chairperson of the Board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. 5.7 CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as the Board may give to the chairperson of the Board, the chief executive officer, if any, shall, subject to the control of the Board, have general supervision, direction, and control of the business and affairs of the corporation and shall report directly to the Board. All other officers, officials, employees and agents shall report directly or indirectly to the chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board are carried into effect. The chief executive officer shall serve as chairperson of and preside at all meetings of the stockholders. In the absence of a chairperson of the Board, the chief executive officer shall preside at all meetings of the Board. 5.8 PRESIDENT. In the absence or disability of the chief executive officer, the president shall perform all the duties of the chief executive officer. When acting as the chief executive officer, the president shall have all the powers of, and be subject to all the restrictions upon, the chief executive officer. The president shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board, these bylaws, the chief executive officer or the chairperson of the Board. 5.9 VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of the president. When acting as the president, the appropriate vice president shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these bylaws, the chairperson of the Board, the chief executive officer or, in the absence of a chief executive officer, the president. 5.10 SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show (i) the time and place of each meeting; (ii) whether regular or special (and, if special, how authorized and the notice given); (iii) the names of those present at directors' meetings or committee meetings; (iv) the number of shares present or represented at stockholders' meetings; -10- (v) and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register showing; (i) the names of all stockholders and their addresses; (ii) the number and classes of shares held by each; (iii) the number and date of certificates evidencing such shares; and (iv) the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these bylaws. 5.11 CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence of a chief executive officer, the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these bylaws. The chief financial officer shall be the treasurer of the corporation. 5.12 ASSISTANT SECRETARY. The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of the secretary's inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.13 ASSISTANT TREASURER. The assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or in the event of the chief financial officer's inability or refusal to act, -11- perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. 5.15 AUTHORITY AND DUTIES OF OFFICERS. In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board or the stockholders. ARTICLE VI -- RECORDS AND REPORTS 6.1 MAINTENANCE AND INSPECTION OF RECORDS. The corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal executive office. 6.2 INSPECTION BY DIRECTORS. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. -12- ARTICLE VII -- GENERAL MATTERS 7.1 CHECKS. From time to time, the Board shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES. The shares of the corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 7.4 SPECIAL DESIGNATION ON CERTIFICATES. If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue -13- to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 7.5 LOST CERTIFICATES. Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 7.6 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 7.7 DIVIDENDS. The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. The Board may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies. 7.8 FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board and may be changed by the Board. 7.9 SEAL. The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. -14- 7.10 TRANSFER OF STOCK. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books. 7.11 STOCK TRANSFER AGREEMENTS. The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL. 7.12 REGISTERED STOCKHOLDERS. The corporation: (i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; (ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and (iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. 7.13 WAIVER OF NOTICE. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws. ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION 8.1 NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent -15- shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if: (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Any notice given pursuant to the preceding paragraph shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 8.2 DEFINITION OF ELECTRONIC TRANSMISSION. An "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. 8.3 INAPPLICABILITY. Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL. ARTICLE IX -- AMENDMENTS These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. -16- ARTICLE X -- INDEMNIFICATION 10.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation shall indemnify and hold harmless, to the fullest extent permitted by General Corporation Law of Delaware as it presently exists or may hereafter be amended, any director or officer of the corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding. The corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the corporation. 10.2 INDEMNIFICATION OF OTHERS The corporation shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding. 10.3 PREPAYMENT OF EXPENSES The corporation shall pay the expenses incurred by any officer or director of the corporation, and may pay the expenses incurred by any employee or agent of the corporation, in defending any proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 9 or otherwise. 10.4 DETERMINATION; CLAIM If a claim for indemnification or payment of expenses under this Article 9 is not paid in full within sixty days after a written claim therefor has been received by the corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. -17- 10.5 NON-EXCLUSIVITY OF RIGHTS The rights conferred on any person by this Article 9 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. 10.6 INSURANCE The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware. 10.7 OTHER INDEMNIFICATION The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise. 10.8 AMENDMENT OR REPEAL Any repeal or modification of the foregoing provisions of this Article 9 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification." -18- MOOSE ACQUISITON SUBSIDIARY, INC. CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary of Moose Acquisition Subsidiary, Inc., a Delaware corporation and that the foregoing amended and restated bylaws, comprising 18 pages, were adopted as the corporation's bylaws on November 25, 2002 by the corporation's Sole Shareholder. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 25th day of November, 2002. /s/ Michael M. Sullivan -------------------------------------------- Michael Sullivan, Secretary EX-3.2.2 66 f88326exv3w2w2.txt EXHIBIT 3.2.2 EXHIBIT 3.2.2 AMENDED AND RESTATED BYLAWS OF ESSEX ACQUISITON SUBSIDIARY, INC. (initially adopted on November 25, 2002) TABLE OF CONTENTS

PAGE ---- ARTICLE I - CORPORATE OFFICES...................................................................................... 1 1.1 REGISTERED OFFICE................................................................................ 1 1.2 OTHER OFFICES.................................................................................... 1 ARTICLE II - MEETINGS OF STOCKHOLDERS.............................................................................. 1 2.1 PLACE OF MEETINGS................................................................................ 1 2.2 ANNUAL MEETING................................................................................... 1 2.3 SPECIAL MEETING.................................................................................. 1 2.4 NOTICE OF STOCKHOLDERS' MEETINGS.................................................................. 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE...................................................... 2 2.6 QUORUM............................................................................................ 2 2.7 ADJOURNED MEETING; NOTICE......................................................................... 2 2.8 CONDUCT OF BUSINESS............................................................................... 3 2.9 VOTING............................................................................................ 3 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING........................................... 3 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS....................................... 3 2.12 PROXIES........................................................................................... 4 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE............................................................. 4 ARTICLE III - DIRECTORS............................................................................................. 5 3.1 POWERS............................................................................................ 5 3.2 NUMBER OF DIRECTORS............................................................................... 5 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS........................................... 5 3.4 RESIGNATION AND VACANCIES......................................................................... 5 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.......................................................... 6 3.6 REGULAR MEETINGS.................................................................................. 6 3.7 SPECIAL MEETINGS; NOTICE.......................................................................... 6 3.8 QUORUM............................................................................................ 7 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING................................................. 7 3.10 FEES AND COMPENSATION OF DIRECTORS................................................................ 7 3.11 APPROVAL OF LOANS TO OFFICERS..................................................................... 7 3.12 REMOVAL OF DIRECTORS.............................................................................. 7 ARTICLE IV - COMMITTEES............................................................................................. 8 4.1 COMMITTEES OF DIRECTORS........................................................................... 8 4.2 COMMITTEE MINUTES................................................................................. 8 4.3 MEETINGS AND ACTION OF COMMITTEES................................................................. 8 ARTICLE V - OFFICERS................................................................................................ 9 5.1 OFFICERS.......................................................................................... 9 5.2 APPOINTMENT OF OFFICERS........................................................................... 9 5.3 SUBORDINATE OFFICERS.............................................................................. 9 5.4 REMOVAL AND RESIGNATION OF OFFICERS............................................................... 9

-i- TABLE OF CONTENTS (CONTINUED)

PAGE ---- 5.5 VACANCIES IN OFFICES............................................................................. 9 5.6 CHAIRPERSON OF THE BOARD......................................................................... 10 5.7 CHIEF EXECUTIVE OFFICER.......................................................................... 10 5.8 PRESIDENT........................................................................................ 10 5.9 VICE PRESIDENTS.................................................................................. 10 5.10 SECRETARY........................................................................................ 10 5.11 CHIEF FINANCIAL OFFICER.......................................................................... 11 5.12 ASSISTANT SECRETARY.............................................................................. 11 5.13 ASSISTANT TREASURER.............................................................................. 11 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS................................................... 12 5.15 AUTHORITY AND DUTIES OF OFFICERS................................................................. 12 ARTICLE VI - RECORDS AND REPORTS................................................................................... 12 6.1 MAINTENANCE AND INSPECTION OF RECORDS............................................................ 12 6.2 INSPECTION BY DIRECTORS.......................................................................... 12 ARTICLE VII - GENERAL MATTERS...................................................................................... 13 7.1 CHECKS........................................................................................... 13 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS................................................. 13 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES........................................................... 13 7.4 SPECIAL DESIGNATION ON CERTIFICATES.............................................................. 13 7.5 LOST CERTIFICATES................................................................................ 14 7.6 CONSTRUCTION; DEFINITIONS........................................................................ 14 7.7 DIVIDENDS........................................................................................ 14 7.8 FISCAL YEAR...................................................................................... 14 7.9 SEAL............................................................................................. 14 7.10 TRANSFER OF STOCK................................................................................ 15 7.11 STOCK TRANSFER AGREEMENTS........................................................................ 15 7.12 REGISTERED STOCKHOLDERS.......................................................................... 15 7.13 WAIVER OF NOTICE................................................................................. 15 ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION................................................................... 15 8.1 NOTICE BY ELECTRONIC TRANSMISSION................................................................ 15 8.2 DEFINITION OF ELECTRONIC TRANSMISSION............................................................ 16 8.3 INAPPLICABILITY.................................................................................. 16 ARTICLE IX - AMENDMENTS............................................................................................ 16 ARTICLE X - INDMENNIFICATION OF DIRECTORS AND OFFICERS............................................................. 17

-ii- AMENDED AND RESTATED BYLAWS OF ESSEX ACQUISITION SUBSIDIARY, INC. ARTICLE I -- CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Essex Acquisition Subsidiary, Inc. shall be fixed in the corporation's certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES. The corporation's Board of Directors (the "Board") may at any time establish other offices at any place or places where the corporation is qualified to do business. ARTICLE II -- MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the "DGCL"). In the absence of any such designation or determination, stockholders' meetings shall be held at the corporation's principal executive office. 2.2 ANNUAL MEETING. The annual meeting of stockholders shall be held each year. The Board shall designate the date and time of the annual meeting. In the absence of such designation the annual meeting of stockholders shall be held on the second Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day. At the annual meeting, directors shall be elected and any other proper business may be transacted. 2.3 SPECIAL MEETING. A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. If any person(s) other than the Board calls a special meeting, the request shall: (i) be in writing; (ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and (iii) be delivered personally or sent by registered mail or by facsimile transmission to the chairperson of the Board, the chief executive officer, the president (in the absence of a chief executive officer) or the secretary of the corporation. The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held. 2.4 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 2.5 or Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of stockholders shall be given: (i) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the corporation's records; or (ii) if electronically transmitted as provided in Section 8.1 of these bylaws. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or any other agent of the corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 2.6 QUORUM. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. 2.7 ADJOURNED MEETING; NOTICE. When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned -2- meeting are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.8 CONDUCT OF BUSINESS. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. 2.9 VOTING. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL. Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL. 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall -3- not precede the date on which the resolution fixing the record date is adopted and which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other such action. If the Board does not so fix a record date: (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed. (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.12 PROXIES. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation's principal executive office. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. -4- ARTICLE III -- DIRECTORS 3.1 POWERS. Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. 3.2 NUMBER OF DIRECTORS. The authorized number of Directors shall initially be se at two (2). Thereafter the authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS. Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director, including a director elected to fill a vacancy, shall hold office until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; if authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must be either set forth or be submitted with information from which it can be determined that the electronic transmission authorized by the stockholder or proxy holder. 3.4 RESIGNATION AND VACANCIES. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Unless otherwise provided in the certificate of incorporation or these bylaws: (i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. (ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. -5- If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable. 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. The Board may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 3.6 REGULAR MEETINGS. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. 3.7 SPECIAL MEETINGS; NOTICE. Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or any two directors. Notice of the time and place of special meetings shall be: (i) delivered personally by hand, by courier or by telephone; (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile; or (iv) sent by electronic mail, directed to each director at that director's address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation's records. -6- If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation's principal executive office) nor the purpose of the meeting. 3.8 QUORUM. At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 3.10 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors. 3.11 APPROVAL OF LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the corporation. 3.12 REMOVAL OF DIRECTORS. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. -7- No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. ARTICLE IV -- COMMITTEES 4.1 COMMITTEES OF DIRECTORS. The Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation, 4.2 COMMITTEE MINUTES. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. 4.3 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 (place of meetings and meetings by telephone); (ii) Section 3.6 (regular meetings); (iii) Section 3.7 (special meetings and notice); (iv) Section 3.8 (quorum); (v) Section 7.13 (waiver of notice); and (vi) Section 3.9 (action without a meeting) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However: (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; -8- (ii) special meetings of committees may also be called by resolution of the Board; and (iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE V -- OFFICERS 5.1 OFFICERS. The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. 5.2 APPOINTMENT OF OFFICERS. The Board shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 and 5.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. 5.3 SUBORDINATE OFFICERS. The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine. 5.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 VACANCIES IN OFFICES. Any vacancy occurring in any office of the corporation shall be filled by the Board or as provided in Section 5.2. -9- 5.6 CHAIRPERSON OF THE BOARD. The chairperson of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or as may be prescribed by these bylaws. If there is no chief executive officer or president, then the chairperson of the Board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. 5.7 CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as the Board may give to the chairperson of the Board, the chief executive officer, if any, shall, subject to the control of the Board, have general supervision, direction, and control of the business and affairs of the corporation and shall report directly to the Board. All other officers, officials, employees and agents shall report directly or indirectly to the chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board are carried into effect. The chief executive officer shall serve as chairperson of and preside at all meetings of the stockholders. In the absence of a chairperson of the Board, the chief executive officer shall preside at all meetings of the Board. 5.8 PRESIDENT. In the absence or disability of the chief executive officer, the president shall perform all the duties of the chief executive officer. When acting as the chief executive officer, the president shall have all the powers of, and be subject to all the restrictions upon, the chief executive officer. The president shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board, these bylaws, the chief executive officer or the chairperson of the Board. 5.9 VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of the president. When acting as the president, the appropriate vice president shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these bylaws, the chairperson of the Board, the chief executive officer or, in the absence of a chief executive officer, the president. 5.10 SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show (i) the time and place of each meeting; (ii) whether regular or special (and, if special, how authorized and the notice given); (iii) the names of those present at directors' meetings or committee meetings; (iv) the number of shares present or represented at stockholders' meetings; -10- (v) and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register showing; (i) the names of all stockholders and their addresses; (ii) the number and classes of shares held by each; (iii) the number and date of certificates evidencing such shares; and (iv) the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these bylaws. 5.11 CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence of a chief executive officer, the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these bylaws. The chief financial officer shall be the treasurer of the corporation. 5.12 ASSISTANT SECRETARY. The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of the secretary's inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.13 ASSISTANT TREASURER. The assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or in the event of the chief financial officer's inability or refusal to act, -11- perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. 5.15 AUTHORITY AND DUTIES OF OFFICERS. In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board or the stockholders. ARTICLE VI -- RECORDS AND REPORTS 6.1 MAINTENANCE AND INSPECTION OF RECORDS. The corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal executive office. 6.2 INSPECTION BY DIRECTORS. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. -12- ARTICLE VII -- GENERAL MATTERS 7.1 CHECKS. From time to time, the Board shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES. The shares of the corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 7.4 SPECIAL DESIGNATION ON CERTIFICATES. If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue -13- to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 7.5 LOST CERTIFICATES. Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 7.6 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 7.7 DIVIDENDS. The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. The Board may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies. 7.8 FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board and may be changed by the Board. 7.9 SEAL. The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. -14- 7.10 TRANSFER OF STOCK. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books. 7.11 STOCK TRANSFER AGREEMENTS. The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL. 7.12 REGISTERED STOCKHOLDERS. The corporation: (i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; (ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and (iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. 7.13 WAIVER OF NOTICE. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws. ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION 8.1 NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent -15- shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if: (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Any notice given pursuant to the preceding paragraph shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 8.2 DEFINITION OF ELECTRONIC TRANSMISSION. An "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. 8.3 INAPPLICABILITY. Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL. ARTICLE IX -- AMENDMENTS These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. -16- ARTICLE X -- INDEMNIFICATION 10.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation shall indemnify and hold harmless, to the fullest extent permitted by General Corporation Law of Delaware as it presently exists or may hereafter be amended, any director or officer of the corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding. The corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the corporation. 10.2 INDEMNIFICATION OF OTHERS The corporation shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding. 10.3 PREPAYMENT OF EXPENSES The corporation shall pay the expenses incurred by any officer or director of the corporation, and may pay the expenses incurred by any employee or agent of the corporation, in defending any proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 9 or otherwise. 10.4 DETERMINATION; CLAIM If a claim for indemnification or payment of expenses under this Article 9 is not paid in full within sixty days after a written claim therefor has been received by the corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. -17- 10.5 NON-EXCLUSIVITY OF RIGHTS The rights conferred on any person by this Article 9 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. 10.6 INSURANCE The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware. 10.7 OTHER INDEMNIFICATION The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise. 10.8 AMENDMENT OR REPEAL Any repeal or modification of the foregoing provisions of this Article 9 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification." -18- ESSEX ACQUISITION SUBSIDIARY, INC. CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary of Essex Acquisition Subsidiary, Inc., a Delaware corporation and that the foregoing amended and restated bylaws, comprising 18 pages, were adopted as the corporation's bylaws on November 25, 2002 by the corporation's stockholders. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 25th day of November, 2002. /s/ Michael M. Sullivan ----------------------------------------- Michael Sullivan, Secretary EX-3.2.3 67 f88326exv3w2w3.txt EXHIBIT 3.2.3 EXHIBIT 3.2.3 BY-LAWS OF SANMINA CANADA HOLDINGS, INC. (effective as of August 23, 2002) TABLE OF CONTENTS

PAGE ---- ARTICLE I - CORPORATE OFFICES................................................................................. 1 1.1 REGISTERED OFFICE.............................................................................. 1 1.2 OTHER OFFICES.................................................................................. 1 ARTICLE II - MEETINGS OF STOCKHOLDERS......................................................................... 1 2.1 PLACE OF MEETINGS.............................................................................. 1 2.2 ANNUAL MEETING................................................................................. 1 2.3 SPECIAL MEETING................................................................................ 1 2.4 NOTICE OF STOCKHOLDERS' MEETINGS............................................................... 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE................................................... 2 2.6 QUORUM......................................................................................... 2 2.7 ADJOURNED MEETING; NOTICE...................................................................... 2 2.8 CONDUCT OF BUSINESS............................................................................ 3 2.9 VOTING......................................................................................... 3 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING........................................ 3 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.................................... 3 2.12 PROXIES........................................................................................ 4 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.......................................................... 4 ARTICLE III - DIRECTORS....................................................................................... 5 3.1 POWERS......................................................................................... 5 3.2 NUMBER OF DIRECTORS............................................................................ 5 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS........................................ 5 3.4 RESIGNATION AND VACANCIES...................................................................... 5 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE....................................................... 6 3.6 REGULAR MEETINGS............................................................................... 6 3.7 SPECIAL MEETINGS; NOTICE....................................................................... 6 3.8 QUORUM......................................................................................... 7 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.............................................. 7 3.10 FEES AND COMPENSATION OF DIRECTORS............................................................. 7 3.11 APPROVAL OF LOANS TO OFFICERS.................................................................. 7 3.12 REMOVAL OF DIRECTORS........................................................................... 7 ARTICLE IV - COMMITTEES....................................................................................... 8 4.1 COMMITTEES OF DIRECTORS........................................................................ 8 4.2 COMMITTEE MINUTES.............................................................................. 8 4.3 MEETINGS AND ACTION OF COMMITTEES.............................................................. 8 ARTICLE V - OFFICERS.......................................................................................... 9 5.1 OFFICERS....................................................................................... 9 5.2 APPOINTMENT OF OFFICERS........................................................................ 9 5.3 SUBORDINATE OFFICERS........................................................................... 9 5.4 REMOVAL AND RESIGNATION OF OFFICERS............................................................ 9

-i- TABLE OF CONTENTS (CONTINUED)

PAGE ---- 5.5 VACANCIES IN OFFICES........................................................................... 9 5.6 CHAIRPERSON OF THE BOARD....................................................................... 10 5.7 CHIEF EXECUTIVE OFFICER........................................................................ 10 5.8 PRESIDENT...................................................................................... 10 5.9 VICE PRESIDENTS................................................................................ 10 5.10 SECRETARY...................................................................................... 10 5.11 CHIEF FINANCIAL OFFICER........................................................................ 11 5.12 ASSISTANT SECRETARY............................................................................ 11 5.13 TREASURER; ASSISTANT TREASURER................................................................. 11 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS................................................. 12 5.15 AUTHORITY AND DUTIES OF OFFICERS............................................................... 12 ARTICLE VI - RECORDS AND REPORTS.............................................................................. 12 6.1 MAINTENANCE AND INSPECTION OF RECORDS.......................................................... 12 6.2 INSPECTION BY DIRECTORS........................................................................ 12 ARTICLE VII - GENERAL MATTERS................................................................................. 13 7.1 CHECKS......................................................................................... 13 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS............................................... 13 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES......................................................... 13 7.4 SPECIAL DESIGNATION ON CERTIFICATES............................................................ 13 7.5 LOST CERTIFICATES.............................................................................. 14 7.6 CONSTRUCTION; DEFINITIONS...................................................................... 14 7.7 DIVIDENDS...................................................................................... 14 7.8 FISCAL YEAR.................................................................................... 14 7.9 SEAL........................................................................................... 14 7.10 TRANSFER OF STOCK.............................................................................. 15 7.11 STOCK TRANSFER AGREEMENTS...................................................................... 15 7.12 REGISTERED STOCKHOLDERS........................................................................ 15 7.13 WAIVER OF NOTICE............................................................................... 15 ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION.............................................................. 15 8.1 NOTICE BY ELECTRONIC TRANSMISSION.............................................................. 15 8.2 DEFINITION OF ELECTRONIC TRANSMISSION.......................................................... 16 8.3 INAPPLICABILITY................................................................................ 16 ARTICLE IX - AMENDMENTS....................................................................................... 16

-ii- BY-LAWS OF SANMINA CANADA HOLDINGS, INC. ARTICLE I -- CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Sanmina Canada Holdings, Inc. shall be fixed in the corporation's certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES. The corporation's Board of Directors (the "Board") may at any time establish other offices at any place or places where the corporation is qualified to do business. ARTICLE II -- MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the "DGCL"). In the absence of any such designation or determination, stockholders' meetings shall be held at the corporation's principal executive office. 2.2 ANNUAL MEETING. The annual meeting of stockholders shall be held each year. The Board shall designate the date and time of the annual meeting. In the absence of such designation the annual meeting of stockholders shall be held on the second Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day. At the annual meeting, directors shall be elected and any other proper business may be transacted. 2.3 SPECIAL MEETING. A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. If any person(s) other than the Board calls a special meeting, the request shall: (i) be in writing; (ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and (iii) be delivered personally or sent by registered mail or by facsimile transmission to the chairperson of the Board, the chief executive officer, the president (in the absence of a chief executive officer) or the secretary of the corporation. The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held. 2.4 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 2.5 or Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of stockholders shall be given: (i) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the corporation's records; or (ii) if electronically transmitted as provided in Section 8.1 of these bylaws. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or any other agent of the corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 2.6 QUORUM. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. 2.7 ADJOURNED MEETING; NOTICE. When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned -2- meeting are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.8 CONDUCT OF BUSINESS. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. 2.9 VOTING. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL. Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL. 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall -3- not precede the date on which the resolution fixing the record date is adopted and which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other such action. If the Board does not so fix a record date: (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed. (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.12 PROXIES. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation's principal executive office. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. -4- ARTICLE III -- DIRECTORS 3.1 POWERS. Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. 3.2 NUMBER OF DIRECTORS. The authorized number of directors shall be determined from time to time by resolution of the Board or the stockholders, provided the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS. Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director, including a director elected to fill a vacancy, shall hold office until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; if authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must be either set forth or be submitted with information from which it can be determined that the electronic transmission authorized by the stockholder or proxy holder. 3.4 RESIGNATION AND VACANCIES. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Unless otherwise provided in the certificate of incorporation or these bylaws: (i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. (ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. -5- If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable. 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. The Board may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 3.6 REGULAR MEETINGS. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. 3.7 SPECIAL MEETINGS; NOTICE. Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or any two directors. Notice of the time and place of special meetings shall be: (i) delivered personally by hand, by courier or by telephone; (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile; or (iv) sent by electronic mail, directed to each director at that director's address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation's records. -6- If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation's principal executive office) nor the purpose of the meeting. 3.8 QUORUM. At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 3.10 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors. 3.11 APPROVAL OF LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the corporation. 3.12 REMOVAL OF DIRECTORS. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. -7- No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. ARTICLE IV -- COMMITTEES 4.1 COMMITTEES OF DIRECTORS. The Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation, 4.2 COMMITTEE MINUTES. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. 4.3 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 (place of meetings and meetings by telephone); (ii) Section 3.6 (regular meetings); (iii) Section 3.7 (special meetings and notice); (iv) Section 3.8 (quorum); (v) Section 7.13 (waiver of notice); and (vi) Section 3.9 (action without a meeting) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However: (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; -8- (ii) special meetings of committees may also be called by resolution of the Board; and (iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE V -- OFFICERS 5.1 OFFICERS. The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer, treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. 5.2 APPOINTMENT OF OFFICERS. The Board shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 and 5.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. 5.3 SUBORDINATE OFFICERS. The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine. 5.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 VACANCIES IN OFFICES. Any vacancy occurring in any office of the corporation shall be filled by the Board or as provided in Section 5.2. -9- 5.6 CHAIRPERSON OF THE BOARD. The chairperson of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or as may be prescribed by these bylaws. If there is no chief executive officer or president, then the chairperson of the Board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. 5.7 CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as the Board may give to the chairperson of the Board, the chief executive officer, if any, shall, subject to the control of the Board, have general supervision, direction, and control of the business and affairs of the corporation and shall report directly to the Board. All other officers, officials, employees and agents shall report directly or indirectly to the chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board are carried into effect. The chief executive officer shall serve as chairperson of and preside at all meetings of the stockholders. In the absence of a chairperson of the Board, the chief executive officer shall preside at all meetings of the Board. 5.8 PRESIDENT. In the absence or disability of the chief executive officer, the president shall perform all the duties of the chief executive officer. When acting as the chief executive officer, the president shall have all the powers of, and be subject to all the restrictions upon, the chief executive officer. The president shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board, these bylaws, the chief executive officer or the chairperson of the Board. 5.9 VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of the president. When acting as the president, the appropriate vice president shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these bylaws, the chairperson of the Board, the chief executive officer or, in the absence of a chief executive officer, the president. 5.10 SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show (i) the time and place of each meeting; (ii) whether regular or special (and, if special, how authorized and the notice given); (iii) the names of those present at directors' meetings or committee meetings; (iv) the number of shares present or represented at stockholders' meetings; -10- (v) and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register showing; (i) the names of all stockholders and their addresses; (ii) the number and classes of shares held by each; (iii) the number and date of certificates evidencing such shares; and (iv) the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these bylaws. 5.11 CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence of a chief executive officer, the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these bylaws. Unless a treasurer is appointed, the chief financial officer shall be the treasurer of the corporation. 5.12 ASSISTANT SECRETARY. The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of the secretary's inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.13 TREASURER; ASSISTANT TREASURER. The treasurer or assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or in the event of the chief financial officer's inability or refusal -11- to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. 5.15 AUTHORITY AND DUTIES OF OFFICERS. In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board or the stockholders. ARTICLE VI -- RECORDS AND REPORTS 6.1 MAINTENANCE AND INSPECTION OF RECORDS. The corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal executive office. 6.2 INSPECTION BY DIRECTORS. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. -12- ARTICLE VII -- GENERAL MATTERS 7.1 CHECKS. From time to time, the Board shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES. The shares of the corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 7.4 SPECIAL DESIGNATION ON CERTIFICATES. If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue -13- to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 7.5 LOST CERTIFICATES. Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 7.6 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 7.7 DIVIDENDS. The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. The Board may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies. 7.8 FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board and may be changed by the Board. 7.9 SEAL. The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. -14- 7.10 TRANSFER OF STOCK. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books. 7.11 STOCK TRANSFER AGREEMENTS. The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL. 7.12 REGISTERED STOCKHOLDERS. The corporation: (i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; (ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and (iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. 7.13 WAIVER OF NOTICE. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws. ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION 8.1 NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent -15- shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if: (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Any notice given pursuant to the preceding paragraph shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 8.2 DEFINITION OF ELECTRONIC TRANSMISSION. An "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. 8.3 INAPPLICABILITY. Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL. ARTICLE IX -- AMENDMENTS These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. -16- SANMINA CANADA HOLDINGS, INC. CERTIFICATE OF ADOPTION OF BYLAWS The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary or Assistant Secretary of Sanmina Canada Holdings, Inc., a Delaware corporation and that the foregoing bylaws, comprising 16 pages, were adopted as the corporation's bylaws on August 23, 2002, by the corporation's stockholders. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 23rd day of August, 2002. /s/ Michael M. Sullivan ------------------------------ Michael M. Sullivan, Secretary EX-3.2.4 68 f88326exv3w2w4.txt EXHIBIT 3.2.4 EXHIBIT 3.2.4 OPERATING AGREEMENT OF SANMINA-SCI, LLC, A DELAWARE LIMITED LIABILITY COMPANY THIS OPERATING AGREEMENT (this "Agreement") of Sanmina-SCI, LLC, a Delaware limited liability company (the "Company"), is entered into as of December 19, 2002 and shall constitute the "limited liability company agreement" of the Company within the meaning of Section 18-101(7) of the Delaware Limited Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et seq., as amended (the "Act"). 1.1 Except as otherwise provided in this Agreement, the default provisions of the Act shall apply to the Company. 1.2 Sanmina-SCI Corporation, a Delaware corporation, shall be the sole "member" of the Company within the meaning of Section 18-101(11) of the Act (the "Member"). 1.3 The Member hereby enters into and forms the Company as a limited liability company in accordance with the Act. The name of the Company shall be "Sanmina-SCI, LLC" 1.4 The Company shall maintain a Delaware registered office and agent for the service of process as required by the Act. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be. 1.5 The purpose and scope of the Company shall be to engage in such lawful activities as shall be determined by the Member in its sole and absolute discretion. 1.6 The term of the Company shall begin as of the date of filing of the certificate of formation for the Company in accordance with Section 18-201 of the Act and, unless otherwise specified in a certificate of cancellation filed by the Member in respect of the Company pursuant to Section 18-203 of the Act, such term shall continue in perpetuity. 1.7 Title to all Company property shall be held in the name of the Company; provided, however, that the Company shall make such distributions of cash and/or property to the Member as the Member shall from time to time determine in its sole and absolute discretion. 1.8 Michael M. Sullivan, Steven H. Jackman and Jeffrey L. Roth are each authorized and directed, in the name of and on behalf of the Company, or otherwise to execute all instruments, documents, and certificates, and to take such actions as she may deem necessary, advisable or proper. 1.9 Except as otherwise required by applicable law, the Member shall have no personal liability for the debts and obligations of the Company. 1.10 The Member shall have no obligation to make any contributions to the capital of the Company and shall make only such contributions as the Member shall from time to time determine in its sole and absolute discretion. 1.11 The Member shall have no obligation to provide any services to the Company and shall provide only such services as the Member shall from time to time determine in its sole and absolute discretion. 1.12 The Company shall indemnify the Member to the fullest extent permitted by law. 1.13 The Member shall control the management and operation of the Company in such manner as it shall determine in its sole and absolute discretion. The Member may appoint, remove and replace managers, officers and employees of the Company from time to time in its sole and absolute discretion. Notwithstanding any provision of this Agreement to the contrary, any contract, agreement, deed, lease, note or other document or instrument executed on behalf of the Company by the Member shall be deemed to have been duly executed by the Company and third parties shall be entitled to rely upon the Member's power to bind the Company without otherwise ascertaining that the requirements of this Agreement have been satisfied. 1.14 The Member may transfer all or any portion of its interest in the Company in the Member's sole and absolute discretion. In the event of any such transfer, this Agreement shall be amended to reflect the respective rights and obligations of the Member and the transferee or transferees. No person shall be admitted to the Company as an additional member without the written consent of the Member, which consent may be withheld in the Member's sole and absolute discretion. 1.15 The "Sanmina-SCI" name and mark are the property of the Member. The Company's authority to use such name and mark may be withdrawn by the Member at any time without compensation to the Company. Following the dissolution and liquidation of the Company, all right, title and interest in and to such name and mark shall be held solely by the Member. 1.16 The interpretation and enforceability of this Agreement and the rights and liabilities of the Member as such shall be governed by the laws of the State of Delaware as such laws are applied in connection with limited liability company operating agreements entered into and wholly performed upon in Delaware by residents of Delaware. To the extent permitted by the Act and other applicable law, the provisions of this Agreement shall supersede any contrary provisions of the Act or other applicable law. 1.17 In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed, and shall not cause the invalidity or unenforceability of the remainder of this Agreement. -2- 1.18 This Agreement may be amended, in whole or in part, only through a written amendment executed by the Member. 1.19 This Agreement contains the entire understanding and intent of the Member regarding the Company and supersedes any prior written or oral agreement respecting the Company. There are no representations, agreements, arrangements, or understandings, oral or written, of the Member relating to the Company which are not fully expressed in this Agreement. [Remainder of this page intentionally left blank; signature page follows.] -3- IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written. SANMINA-SCI CORPORATION, a Delaware corporation By: /s/ Michael M. Sullivan - ------------------------------- Name: Michael M. Sullivan Title: Assistant Secretary EX-3.2.5 69 f88326exv3w2w5.txt EXHIBIT 3.2.5 EXHIBIT 3.2.5 AMENDED AND RESTATED BYLAWS OF COMPATIBLE MEMORY, INC. AMENDED AND RESTATED BYLAWS OF COMPATIBLE MEMORY, INC. TABLE OF CONTENTS

PAGE ---- ARTICLE 1 CORPORATE OFFICES...................................................................................... 1 1.1 PRINCIPAL OFFICE..................................................................................... 1 1.2 OTHER OFFICES........................................................................................ 1 ARTICLE 2 MEETINGS OF SHAREHOLDERS............................................................................... 1 2.1 PLACE OF MEETINGS.................................................................................... 1 2.2 ANNUAL MEETING....................................................................................... 1 2.3 SPECIAL MEETING...................................................................................... 1 2.4 NOTICE OF SHAREHOLDERS' MEETINGS..................................................................... 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE......................................................... 2 2.6 QUORUM............................................................................................... 3 2.7 ADJOURNED MEETING; NOTICE............................................................................ 3 2.8 VOTING............................................................................................... 4 2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT.................................................... 5 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.............................................. 5 2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS.......................................... 6 2.12 PROXIES.............................................................................................. 6 2.13 INSPECTORS OF ELECTION............................................................................... 7 ARTICLE 3 DIRECTORS.............................................................................................. 8 3.1 POWERS............................................................................................... 8 3.2 NUMBER OF DIRECTORS.................................................................................. 8 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS............................................................. 8 3.4 RESIGNATION AND VACANCIES............................................................................ 8 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE............................................................. 9 3.6 REGULAR MEETINGS..................................................................................... 9 3.7 SPECIAL MEETINGS; NOTICE............................................................................. 10 3.8 QUORUM............................................................................................... 10 3.9 WAIVER OF NOTICE..................................................................................... 10 3.10 ADJOURNMENT.......................................................................................... 11 3.11 NOTICE OF ADJOURNMENT................................................................................ 11 3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.................................................... 11 3.13 FEES AND COMPENSATION OF DIRECTORS................................................................... 11 ARTICLE 4 COMMITTEES............................................................................................. 11 4.1 COMMITTEES OF DIRECTORS.............................................................................. 11

-i- TABLE OF CONTENTS (CONTINUED)

PAGE ---- 4.2 MEETINGS AND ACTION OF COMMITTEES.................................................................... 12 ARTICLE 5 OFFICERS............................................................................................... 12 5.1 OFFICERS............................................................................................. 12 5.2 ELECTION OF OFFICERS................................................................................. 13 5.3 SUBORDINATE OFFICERS................................................................................. 13 5.4 REMOVAL AND RESIGNATION OF OFFICERS.................................................................. 13 5.5 VACANCIES IN OFFICES................................................................................. 13 5.6 CHAIRMAN OF THE BOARD................................................................................ 13 5.7 PRESIDENT............................................................................................ 14 5.8 VICE PRESIDENTS...................................................................................... 14 5.9 SECRETARY............................................................................................ 14 5.10 CHIEF FINANCIAL OFFICER.............................................................................. 15 ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS.................................... 15 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS............................................................ 15 6.2 INDEMNIFICATION OF OTHERS............................................................................ 15 6.3 PAYMENT OF EXPENSES IN ADVANCE....................................................................... 16 6.4 INDEMNITY NOT EXCLUSIVE.............................................................................. 16 6.5 INSURANCE INDEMNIFICATION............................................................................ 16 6.6 CONFLICTS............................................................................................ 16 ARTICLE 7 RECORDS AND REPORTS.................................................................................... 17 7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER......................................................... 17 7.2 MAINTENANCE AND INSPECTION OF BYLAWS................................................................. 17 7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS................................................ 18 7.4 INSPECTION BY DIRECTORS.............................................................................. 18 7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER................................................................ 18 7.6 FINANCIAL STATEMENTS................................................................................. 18 7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS....................................................... 19 ARTICLE 8 GENERAL MATTERS........................................................................................ 19 8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING................................................ 19 8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS............................................................ 20 8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED.................................................... 20 8.4 CERTIFICATES FOR SHARES.............................................................................. 20 8.5 LOST CERTIFICATES.................................................................................... 21 8.6 CONSTRUCTION; DEFINITIONS............................................................................ 21 ARTICLE 9 AMENDMENTS............................................................................................. 21 9.1 AMENDMENT BY SHAREHOLDERS............................................................................ 21 9.2 AMENDMENT BY DIRECTORS............................................................................... 21

-ii- AMENDED AND RESTATED BYLAWS OF COMPATIBLE MEMORY, INC. ARTICLE 1 CORPORATE OFFICES 1.1 PRINCIPAL OFFICE The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside such state and the corporation has one or more business offices in such state, then the board of directors shall fix and designate a principal business office in the State of California. 1.2 OTHER OFFICES The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE 2 MEETINGS OF SHAREHOLDERS 2.1 PLACE OF MEETINGS Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation. 2.2 ANNUAL MEETING The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected, and any other proper business may be transacted. 2.3 SPECIAL MEETING A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting. If a special meeting is called by any person or persons other than the board of directors or the president or the chairman of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held. 2.4 NOTICE OF SHAREHOLDERS' MEETINGS All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders (but subject to the provisions of the next paragraph of this Section 2.4 any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board intends to present for election. If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California (the "Code"), (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature of that proposal. 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE Written notice of any meeting of shareholders shall be given either (i) personally or (ii) by first-class mail or (iii) by third-class mail but only if the corporation has outstanding shares held of record by five hundred (500) or more persons (determined as provided in Section 605 of the Code) on the record date for the shareholders' meeting, or (iv) by telegraphic or other written -2- communication. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that shareholder by mail or telegraphic or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, then all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice. An affidavit of the mailing or other means of giving any notice of any shareholders' meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice. 2.6 QUORUM The presence in person or by proxy of the holders of a majority of the shares entitled to vote thereat constitutes a quorum for the transaction of business at all meetings of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. 2.7 ADJOURNED MEETING; NOTICE Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.6 of these bylaws. When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than forty-five (45) days from the date set for the original meeting, then notice of the adjourned meeting shall be given. Notice of any such adjourned meeting -3- shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. 2.8 VOTING The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to the provisions of Sections 702 through 704 of the Code (relating to voting shares held by a fiduciary, in the name of a corporation or in joint ownership). The shareholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder at the meeting and before the voting has begun. Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the articles of incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders. Any shareholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote them against the proposal; but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares which the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented and voting at a duly held meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or a vote by classes is required by the Code or by the articles of incorporation. At a shareholders' meeting at which directors are to be elected, a shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which such shareholder normally is entitled to cast) if the candidates' names have been placed in nomination prior to commencement of the voting and the shareholder has given notice prior to commencement of the voting of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination either (i) by giving one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are normally entitled or (ii) by distributing the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected; votes against any candidate and votes withheld shall have no legal effect. -4- 2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. The waiver of notice or consent or approval need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Code to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the board of directors, provided that it was not created by removal of a director and that it has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary. If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders has not been received, then the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. Such -5- notice shall be given to those shareholders entitled to vote who have not consented in writing and shall be given in the manner specified in Section 2.5 of these bylaws. In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of a corporate "agent," pursuant to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval. 2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS For purposes of determining the shareholders entitled to notice of any meeting or to vote thereat or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in such event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Code. If the board of directors does not so fix a record date: (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; and (b) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action by the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later. The record date for any other purpose shall be as provided in Article 8 of these bylaws. 2.12 PROXIES Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) the person who -6- executed the proxy revokes it prior to the time of voting by delivering a writing to the corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting it to the meeting or by voting in person at the meeting, or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Code. 2.13 INSPECTORS OF ELECTION Before any meeting of shareholders, the board of directors may appoint an inspector or inspectors of election to act at the meeting or its adjournment. If no inspector of election is so appointed, then the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint an inspector or inspectors of election to act at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting pursuant to the request of one (1) or more shareholders or proxies, then the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy. Such inspectors shall: (a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls shall close; (f) determine the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders. -7- ARTICLE 3 DIRECTORS 3.1 POWERS Subject to the provisions of the Code and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors. 3.2 NUMBER OF DIRECTORS The number of directors of the corporation shall be not less than two (2) nor more than three (3). The exact number of directors shall be two (2) until changed, within the limits specified above, by a bylaw amending this Section 3.2, duly adopted by the board of directors or by the shareholders. The indefinite number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon. No amendment may change the stated maximum number of authorized directors to a number greater than two (2) times the stated minimum number of directors minus one (1). No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. 3.4 RESIGNATION AND VACANCIES Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective. -8- Vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified. A vacancy or vacancies in the board of directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election other than to fill a vacancy created by removal, if by written consent, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board may be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another; and all such directors shall be deemed to be present in person at the meeting. 3.6 REGULAR MEETINGS Regular meetings of the board of directors may be held without notice if the times of such meetings are fixed by the board of directors. -9- 3.7 SPECIAL MEETINGS; NOTICE Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation. 3.8 QUORUM A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.10 of these bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of the Code (as to appointment of committees), Section 317(e) of the Code (as to indemnification of directors), the articles of incorporation, and other applicable law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 WAIVER OF NOTICE Notice of a meeting need not be given to any director (i) who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or (ii) who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such directors. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors. -10- 3.10 ADJOURNMENT A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. 3.11 NOTICE OF ADJOURNMENT Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Section 3.7 of these bylaws, to the directors who were not present at the time of the adjournment. 3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING Any action required or permitted to be taken by the board of directors may be taken without a meeting, provided that all members of the board individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes of the proceedings of the board. 3.13 FEES AND COMPENSATION OF DIRECTORS Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.13 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services. ARTICLE 4 COMMITTEES 4.1 COMMITTEES OF DIRECTORS The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to: -11- (a) the approval of any action which, under the Code, also requires shareholders' approval or approval of the outstanding shares; (b) the filling of vacancies on the board of directors or in any committee; (c) the fixing of compensation of the directors for serving on the board or any committee; (d) the amendment or repeal of these bylaws or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable; (f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or (g) the appointment of any other committees of the board of directors or the members of such committees. 4.2 MEETINGS AND ACTION OF COMMITTEES Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 of these bylaws, Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE 5 OFFICERS 5.1 OFFICERS The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and -12- such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person. 5.2 ELECTION OF OFFICERS The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws, shall be chosen by the board, subject to the rights, if any, of an officer under any contract of employment. 5.3 SUBORDINATE OFFICERS The board of directors may appoint, or may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine. 5.4 REMOVAL AND RESIGNATION OF OFFICERS Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors at any regular or special meeting of the board or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 VACANCIES IN OFFICES A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office. 5.6 CHAIRMAN OF THE BOARD The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. -13- 5.7 PRESIDENT Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. 5.8 VICE PRESIDENTS In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these bylaws, the president or the chairman of the board. 5.9 SECRETARY The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required to be given by law or by these bylaws. He shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws. -14- 5.10 CHIEF FINANCIAL OFFICER The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws. ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of its directors and officers against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article 6, a "director" or "officer" of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.2 INDEMNIFICATION OF OTHERS The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article 6, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint -15- venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.3 PAYMENT OF EXPENSES IN ADVANCE Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6. 6.4 INDEMNITY NOT EXCLUSIVE The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation. 6.5 INSURANCE INDEMNIFICATION The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article 6. 6.6 CONFLICTS No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears: (a) That it would be inconsistent with a provision of the Articles of Incorporation, these bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. -16- ARTICLE 7 RECORDS AND REPORTS 7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER The corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as determined by resolution of the board of directors, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders of the corporation who holds at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who holds at least one percent (1%) of such voting shares and has filed a Schedule 14B with the Securities and Exchange Commission relating to the election of directors, may (i) inspect and copy the records of shareholders' names, addresses, and shareholdings during usual business hours on five (5) days' prior written demand on the corporation, (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. Such list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or five (5) days after the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand. 7.2 MAINTENANCE AND INSPECTION OF BYLAWS The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in California the original or a copy of these bylaws as amended to date, which bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in such state, then the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of these bylaws as amended to date. -17- 7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS The accounting books and records and the minutes of proceedings of the shareholders, of the board of directors, and of any committee or committees of the board of directors shall be kept at such place or places as are designated by the board of directors or, in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the corporation. 7.4 INSPECTION BY DIRECTORS Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind as well as the physical properties of the corporation and each of its subsidiary corporations. Such inspection by a director may be made in person or by an agent or attorney. The right of inspection includes the right to copy and make extracts of documents. 7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days) before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these bylaws for giving notice to shareholders of the corporation. The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) an income statement, (iii) a statement of changes in financial position for the fiscal year, and (iv) any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record. 7.6 FINANCIAL STATEMENTS If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the -18- close of such fiscal year, deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and for a balance sheet of the corporation as of the end of that period, then the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request. The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or by the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation. 7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS The chairman of the board, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. ARTICLE 8 GENERAL MATTERS 8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action. In that case, only shareholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, -19- or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Code. If the board of directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later. 8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 8.4 CERTIFICATES FOR SHARES A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such shares are fully paid. The board of directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid. All certificates shall be signed in the name of the corporation by the chairman of the board or the vice chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate ceases to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue. -20- 8.5 LOST CERTIFICATES Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of replacement certificates on such terms and conditions as the board may require; the board may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate. 8.6 CONSTRUCTION; DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Code shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. ARTICLE 9 AMENDMENTS 9.1 AMENDMENT BY SHAREHOLDERS New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, then the authorized number of directors may be changed only by an amendment of the articles of incorporation. 9.2 AMENDMENT BY DIRECTORS Subject to the rights of the shareholders as provided in Section 9.1 of these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a bylaw providing for a variable number of directors), may be adopted, amended or repealed by the board of directors. -21- CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: (1) That I am the duly elected and acting Secretary of Compatible Memory Inc., a California corporation; and (2) That the foregoing Amended and Restated Bylaws, comprising twenty-one (21) pages, besides this page, constitute the Bylaws of this Corporation as duly adopted by the Sole Shareholder in resolutions as of November 25, 2002. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation this 25th day of November, 2002. /s/ Michael M. Sullivan --------------------------- Michael Sullivan, Secretary EX-3.2.6 70 f88326exv3w2w6.txt EXHIBIT 3.2.6 EXHIBIT 3.2.6 BY-LAWS OF SCI SYSTEMS (ALABAMA), INC. ARTICLE I OFFICES Section 1. The principal office shall be in the City of Huntsville, County of Madison, State of Alabama. Section 2. The corporation may also have offices at such other places both within and without the State of Alabama as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the shareholders for the election of directors shall be held in Huntsville, State of Alabama, at such place as may be fixed from time to time by the board of directors. Meetings of shareholders for any other purpose may be held at such time and place, within or without the State of Alabama, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of shareholders, commencing with the year 1988, shall be held on the fourth Friday in October, or, if a legal holiday, then on the next such day following that day, at 10:00 a.m. at which they shall elect, by a plurality vote a Board of Directors, and transact such other business as shall properly be brought before the meeting. Section 3. Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat at least ten days before the date of the meeting. Section 4. The officer who has charge of the shares ledger of the corporation shall prepare and make, at least ten days before every election of directors, a complete list of the shareholders entitled to vote at said election arranged in alphabetical order, showing the address of and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town or village where the election shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any shareholder who may be present. Section 5. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of holders of not less than one-tenth of the entire capital shares of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting of shareholders, stating the time, place and object thereof, shall be given to each shareholder entitled to vote thereat, not less than ten nor more than fifty days before the date fixed for the meeting. Section 7. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. Section 8. The holders of the majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Each shareholder shall at every meeting of tile shareholders be entitled to one vote in person or by proxy of each share of the capital shares having power held by such shareholder, but no proxy shall be voted on after eleven months from its date, unless the proxy provides for a longer period, and, except where the transfer books of the corporation have been closed or a date has been fixed as a record date for the determination of its shareholders entitled to vote, no share of shares shall be voted on at any election for directors which has been transferred on the books of the corporation within twenty clays next preceding such election of directors. Section 11. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the articles of incorporation, the meeting and vote of shareholders may be dispensed with, if all the shareholders who would have been entitled to vote upon the action of such meeting were held, shall consent in writing to such corporate action being taken. -2- ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall not be less than one nor more than eleven. The first board shall consist of one director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the shareholders at the annual meeting. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is enacted and qualified. Directors need not be shareholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors maybe filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Alabama. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the shareholders to fix the time and place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on five days' notice to each director, either personally or by mail or by telegram, special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Section 8. At all meetings of the board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be -3- otherwise specifically provided by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the articles of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board or of such committee as the case may be, and such written consent is filed with the minutes of proceeding of the board or committee. COMMITTEES OF DIRECTORS Section 10. The board of directors may, by resolution passed by a majority or the whole board, designate one or more committees, such committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 12. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings. CHAIRMAN OF THE BOARD Section 13. The board of directors at its first meeting shall choose a Chairman from among the Directors. Section 14. The Chairman shall have such powers as the board of directors may from time to time prescribe. ARTICLE IV INDEMNIFICATION Section 1. Under the circumstances; prescribed in Sections 3 and 5, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, -4- and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (a) the person did not act in good faith, (b) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, (c) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. Section 2. Under the circumstances prescribed in Sections 3 and 5, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action suit or proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, action, suit or proceeding issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any claim. action, suit or proceeding referred to in Sections 1 and 2, or in defense of any issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding. Section 4. The corporation shall indemnify and hold harmless any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses, including attorneys' fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any action, suit or proceeding, whether formal or -5- informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding. Section 5. Except as provided in Section 3 and except as may be ordered by a court, any indemnification under Sections 1 and 2 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2. Such a determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (b) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested directors so directs, by the firm of independent legal counsel then employed by the corporation, in a written opinion, or (c) by the affirmative vote of a majority of the shares entitled to vote thereon. Section 6. Expenses (including attorney's fees) incurred in defending a civil or criminal claim, action, suit or proceeding, as authorized in the manner provided in Section 4 above, shall be paid by the corporation in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized in this Article IV. Section 7. The indemnification and advancement of expenses provided by or granted pursuant to this Article IV shall not he deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule of law, provisions of articles of incorporation, by-law, resolution, agreement or otherwise either specifically or in general terms, both as to action by a director, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article IV. Section 9. For the purposes of this Article IV, the corporation shall be deemed to have requested a director, officer, employee or agent of the corporation to serve an employee benefit plan whenever the performance by such person of his or her duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines"; and action taken or omitted by such person with respect to -6- an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the beat interest-a of the corporation. Any indemnification under this Article IV with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan. The corporation shall include any domestic or foreign predecessor entity of the corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. Section 10. If for any reason, any provision of this Article IV is held invalid, in whole or in part, such invalidity shall not effect any other provision or part of this Article IV not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Two or more offices may be held by the same person, except that where the offices of president and secretary are held by the same person, such person shall not hold any other office. Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president from among the directors, and shall choose one or more vice-presidents, a secretary and a treasurer, none of whom need to be a member of the board. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and, when prescribed by the board, at meetings of the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. -7- Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. The vice-president, or if there shall be more than one, the vice-presidents in order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARTES Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by the secretary's signature or by the signature of an assistant secretary. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration of the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. -8- Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other Dowers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES OF SHARES Section 1. Every holder of shares in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. Section 2. Where a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such president, vice-president, treasurer, assistant treasurer, secretary or assistant secretary may be facsimile. In case any officer or officers who-have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered-by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be against the corporation with respect to the certificate alleged to have been lost or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. -9- CLOSING THE TRANSFER BOOKS Section 5. The board of directors may close the shares transfer books of the corporation for a period not exceeding fifty days preceding the date of any meeting of shareholders or the date for payment 6f any dividend or the date of the allotment of rights or the date when any change or conversion or exchange of capital shares shall go into effect or for a period of not exceeding fifty days in connection with obtaining the consent of shareholders for any purpose. In lieu of closing the shares transfer books as aforesaid, the board of directors may fix in advance a date not exceeding fifty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the d-ate when any change or conversion or exchange of capital shares shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, and adjournment thereof, or entitled to receive payment of any such dividend, or to any of such allotment of rights, or to exercise the rights in respect of any such changes, conversion or exchange of capital shares, or to give such consent, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be notwithstanding any transfer of any shares on the books of the corporation after such record date fixed as aforesaid. REGISTERED SHAREHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessment a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Alabama. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital shares of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital shares, subject to th6 provisions of the articles of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such-other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. -10- ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the shareholders when called for by vote of the shareholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Alabama". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE VIII AMENDMENTS Section 1. The by-laws may be altered or repealed at any regular meeting of the shareholders or of the board of directors or at any special meeting of the shareholders or of the board of directors if notice of such alteration or repeal be contained in the notice of such special meeting. No change of the time or place of the meeting for the election of directors shall be made within sixty days next before the day on which such meeting is to be held, and in case of any change of such time or place, notice thereof shall be given to each shareholder in person or by letter mailed to his last known post office address at least twenty days before the meeting is held. -11- EX-3.2.7 71 f88326exv3w2w7.txt EXHIBIT 3.2.7 EXHIBIT 3.2.7 OPERATING AGREEMENT OF SCI PLANT NO. 12, L.L.C. THIS OPERATING AGREEMENT (this "Agreement"), dated as of the 31st day of March, 2000, is made by SCI Technology, Inc., an Alabama corporation ("SCITI"), as the sole member of the Company. For purposes of this Agreement, the term "Member" shall refer only to SCITI. ARTICLE 1 THE LIMITED LIABILITY COMPANY 1.1 Formation. The Member hereby forms a limited liability company upon the terms and conditions provided in this Agreement, subject to the provisions of the Colorado Limited Liability Company Act (the "Act"). 1.2 Name. The name of the limited liability company shall be SCI Plant No. 12, L.L.C. (the "Company"). 1.3 Articles of Organization. The Member caused articles of organization that comply with the requirements of the Act to be properly filed with the Colorado Secretary of State on the ____ day of March, 2000. 1.4 Business. The business of the Company shall be to: (i) engage in the business of segregating employment related costs and tracking costs of production in order to more competitively bid on contracts, (ii) engage in such other lawful activities as the Member deems desirable, and (iii) to do any and all other things necessary, desirable or incidental to the foregoing purposes. The Company may lease, sell, trade, auction or otherwise dispose of all or substantially all of its assets and any such transaction shall be considered to be within the scope of the Company's business. 1.5 Principal Place of Business; Registered Office and Agent. The Company's principal place of business shall be at 5525 Astrozon Blvd., Colorado Springs, Colorado 80916 or such other place either within or without Colorado as may be selected from time to time by the Member. The registered office of the Company shall be at 1675 Broadway, Denver, Colorado 80202, or such other place in Colorado as may be selected from time to time by the Member. The Company's registered agent at such address shall be The Corporation Company. ARTICLE 2 CAPITAL CONTRIBUTIONS 2.1 Initial Capital Contributions. Upon execution of this Agreement, the Member agrees to make an initial capital contribution to the Company as set forth on the attached Exhibit A to this Agreement. Upon the addition of additional members, the members shall make capital contributions to the Company in proportion to their membership interests. Capital contributions shall be determined by consent of all the members. Individual capital accounts shall be maintained for the members. 2.2 Additional Capital Contributions. If from time to time in the reasonable judgment of the Member the Company requires additional capital for the operations of the Company, the Member may, in its discretion, borrow the funds from a third party, loan the funds to the Company or contribute the additional capital required by the Company. 2.3 Right to Enforce. No person shall have the right to enforce any obligation of the Member to contribute capital to the Company, and specifically no lender or other third party shall have such rights. 2.4 Return of Capital Contributions. Capital contributions shall be expended in furtherance of the business of the Company. All costs and expenses of the Company shall be paid from its funds. No interest shall be paid on capital contributions. 2.5 Accounts. All funds of the Company shall be initially deposited in a separate account or accounts maintained at one or more financial institutions. Each member shall have signatory authority over the accounts maintained at any financial institution. ARTICLE 3 DISTRIBUTIONS Upon vote of the members, the Company shall make distributions out of its available cash funds or other assets to the members in proportion to their respective membership interests in accordance with the Act. A member may be required to accept a distribution from the Company in cash or in kind or partly in cash and partly in kind. ARTICLE 4 ALLOCATION OF PROFIT AND LOSS The profit or loss of the Company shall be determined on an annual basis and for such other periods as may be required. All profit and loss of the Company shall be allocated to the Member. For federal income tax purposes, the Company shall be disregarded as an entity separate from the Member and each item of income, gain, loss and deduction of the Company shall be taxable to the Member as if the Company was taxable as a sole proprietorship. The classification of the Company as a sole proprietorship for federal income tax purposes shall have no effect on the liability of the Member under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the Company. ARTICLE 5 MANAGEMENT The business and affairs of the Company shall be managed by the members. Each member shall participate equally in the management and affairs of the Company. No member shall be entitled to receive a salary or other compensation from the Company in connection with the management of the Company. All deeds, notes, mortgages, security agreements, leases, options, sale -2- contracts, and other contracts and documents which are to be executed by the Company shall be sufficient if signed on behalf of the Company by any one member. Any third party dealing with the Company shall be fully protected in relying upon the execution of any Company document by any one of the members and the signature of such member thereon shall be conclusive evidence of the authority of such member to sign on behalf of the Company with respect to any third party relying thereon. ARTICLE 6 MEMBERS 6.1 Additional Members. The Member shall have the right to admit additional members, Where there are two or more members, the members holding over fifty percent (50%) of the membership interests may admit additional members. At such time as additional members are admitted, the Company and the Member shall cause this Agreement to be amended pursuant to Section 10.2 to accommodate such additional members. 6.2 Action by the Member. The affirmative consent (regardless of whether written, oral, or by course of conduct) of the Member shall constitute the assent of all of the members for purposes of any provision of the Agreement or the Act. All decisions concerning the business affairs of the Company shall be made by the Member. Any action required or permitted to be taken at a meeting of members shall be taken by the Member by recording the action in the minutes of the Company. 6.3 Action Upon Admission of Additional Members. Action of the Company to be adopted by the members shall require the vote or consent of the members holding more than fifty percent (50%) of the membership interests. A member upon reasonable advance notice to the other member may call a meeting of the members for the purpose of considering and voting upon any proposed action of the Company. Any notice given regarding a meeting at which action is proposed, shall describe generally the matter to be considered. Such notice may be oral or in writing. 6.4 Disassociation/Assignment. (a) No member shall have the right to dissociate voluntarily from the Company without the written consent of the other members. If a member desires to withdraw from the Company, the other members shall have the right to purchase the Company interest of the member desiring to withdraw at a price and in accordance with procedures set forth in Section 6.4(b) below. If the other members do not purchase such interest, then the Company shall be dissolved and liquidated. No member shall have the right to assign all or any portion of such member's interest in the Company without the written consent of the other members. If the members consent to the assignment of another member's interest in the Company, then such other member shall be free to assign such interest as set forth in the written consent. An assignee of a member's interest only entitles such person to the financial rights of the assignor member to the extent assigned. An assignee of an interest in the Company may become a member only if all of the members consent in writing. A member who assigns all such interest in the Company does not cease to be a member until the assignee of such interest is substituted as a member by unanimous written consent of the other members. -3- (b) The buyout price of the member's interest in the Company determined as follows: (i) The buyout price of a dissociated member's interest is the amount that would have been distributable to the dissociating member if, on the date of dissociation, the assets of the Company were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated member, and the Company were would up as of that date. In either case, the sale price of the Company assets shall be determined on the basis of the amount that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell, and with knowledge of all relevant facts. Interest shall be paid from the date of dissociation to the date of payment. (ii) Damages for wrongful dissociation and all other amounts owing, whether or not presently due, from the dissociated member to the Company, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment. (iii) If no agreement for the purchase of a dissociated member's interest is reached within 120 days after a written demand for payment, the Company shall pay, or cause to be paid, in cash to the dissociated member the amount the Company estimates to be the buyout price determined under subsection (i), with accrued interest, reduced by any offsets under subsection (ii), with accrued interest. (iv) If a deferred payment is authorized under subsection (vi), the Company may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (ii), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. (v) The payment or tender required by subsection (iii) or (iv) shall be accompanied by all of the following: (A) A statement of Company assets and liabilities as of the date of dissociation. (B) The latest available Company balance sheet and income statement, if any. (C) An explanation of how the estimated amount of the payment was calculated. (D) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after date of mailing of the written notice, the dissociated member commences an action to determine the buyout price, any offsets under subsection (ii), or other terms of the purchase obligation. (vi) A member who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion -4- of the buyout price until the expiration of the term or completion of the undertaking, unless the member established to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the Company. A deferred payment shall be adequately secured and bear interest. (vii) A dissociated member may maintain an action against the Company, to determine the buyout price of that member's interest, any offsets under subsection (ii), or other terms of the purchase obligation. The action shall be commenced within 120 days after mailing the Company's tender of payment or an offer to pay or within one (1) year after mailing a written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated member's interest, any offset due under subsection (ii), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (vi), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against any other party, if the court finds that the other party acted arbitrarily, vexatiously, or not in good faith, including the Company's failure to tender payment or an offer to pay or to comply with the requirements of subsection (v). (viii) The interest rate for purposes of this Section 6.4(b) shall be the applicable federal rate as determined from time to time by the United States Treasury pursuant to U.S.C. Section 1274(d) or any successor law. ARTICLE 7 ACCOUNTING AND REPORTING The Company shall keep at its registered office the records required by the Act and such records shall be subject to inspection and copying at the reasonable request of a member. As soon as practicable, after the end of each fiscal year, each member shall be furnished with a copy of the income statement and balance sheet of the Company as of the last day of such fiscal year. The obligation hereunder may be satisfied by furnishing each member a copy of the income tax return of the Company. The fiscal year of the Company shall be the calendar year. ARTICLE 8 DISSOLUTION AND TERMINATION 8.1 Term. The Company shall have perpetual existence, except that the Company shall be dissolved upon the occurrence of one of the following: (a) Unanimous written agreement of all of the members to dissolve the Company. (b) When there is no remaining member, unless either of the following: (i) The holders of all of the financial rights in the limited liability company agree in writing, within ninety (90) days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members; or -5- (ii) The legal existence and business of the limited liability company is continued and one or more new members are appointed by the holders of all of the financial rights in the limited liability company. (c) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (d) Entry of a decree of judicial dissolution under Section 7-80-802 of the Act. (e) Occurrence of any other event of dissolution specified in this Agreement. 8.2 Liquidation. Upon dissolution of the Company, its affairs shall be wound up and its assets distributed in accordance with the Act, except that the distribution to each member shall be subject to the provisions of Section 9.1(e) below. ARTICLE 9 TAX PROVISIONS 9.1 Tax Treatment. Notwithstanding anything to the contrary contained herein, the following provisions are hereby adopted to govern certain tax matters affecting the Company in the event the Company is treated as a partnership under the Internal Revenue Code: (a) The members' capital accounts shall be established, determined and maintained for each member and assignee in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg."). (b) "Net Profits" or "Net Losses" for any fiscal year or other period shall be an amount equal to the sum of (a) the Company's taxable income or loss for such year or period as computed for federal income tax purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period exempt from federal income taxation and any gain on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such year or period not deductible in computing taxable income and not properly chargeable to the capital accounts and any losses on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or other period shall be allocated to the members in accordance with their respective membership interests. (c) If there is a net decrease in Company minimum gain for a Company taxable year, each member shall be allocated items of Company income and gain for that year equal to that member's share of the net decrease in Company minimum gain. This provision is intended to constitute a "minimum gain chargeback requirement" and its shall be interpreted and administered in accordance with Treas. Reg. Section 1.704-2(f). -6- (d) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of the variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or other decisions relating to Code Section 704(c) allocations shall be made by the members in any manner that reasonably reflects the purpose and intention of this Agreement. Code Section 704(c) allocations pursuant to this section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member's capital account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Agreement. (e) Upon liquidation of the Company (or any member's interest in the Company), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the Company taxable year during which such liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. Section 1.704- 1(b)(2)(ii)(b). In no event, however, shall any member be required to restore a deficit in such member's capital account. Instead of restoring a deficit balance in such member's capital account, a member who unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) in a manner sufficient to eliminate the deficit capital account balance as quickly as possible. It is intended hereby that this constitute a of "qualified income offset" as described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and administered in accordance with Treas. Reg. Section 1.704-1(b)(2)(d). 9.2 Tax Matters Member. The Member is hereby designated the tax matters member. The tax matters member shall be responsible for filing on behalf of the Company with the Internal Revenue Service the required annual income tax return and filing with the appropriate state tax authorities the required state income tax returns. ARTICLE 10 GENERAL PROVISIONS 10.1 Entire Agreement. This Agreement embodies the entire understanding of the Member concerning the Company. 10.2 Amendment. This Agreement may only be amended with the written consent of the Member. 10.3 Notices. (a) All notices required or permitted by this Agreement shall be in writing and shall be hand delivered, sent by registered or certified mail, postage prepaid, or by facsimile (and confirmed in writing delivered or sent by one of the other methods described herein), and shall be effective when delivered or, if mailed, on the date set forth on the receipt of registered or certified mail, or on the fifth day after mailing, whichever is earlier, or, if by facsimile, on the first business day after receipt of such facsimile. -7- (b) In computing any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall ran until the end of the next day which is not a Saturday, Sunday or legal holiday. 10.4 No Partition. No member shall have the right to maintain any action for partition with respect to any of the assets of the Company. 10.5 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. IN WITNESS WHEREOF the Member has executed this Agreement to be effective as of the date first above written. MEMBER: SCI Technology, Inc. By: /s/ Michael M. Sullivan ----------------------------- Name: Michael M. Sullivan Title: Secretary & Corporate Counsel -8- EXHIBIT A (Attached to and forming a part of the Operating Agreement of SCI Plant No. 12, L.L.C. dated as of March 31, 2000) Description of Property Being Contributed to the Initial Capital of the Company

Member Description Value ------ ----------- ----- SCI Technology, Inc. Cash $1,000

EX-3.2.8 72 f88326exv3w2w8.txt EXHIBIT 3.2.8 EXHIBIT 3.2.8 OPERATING AGREEMENT OF SCI PLANT NO. 22, L.L.C. THIS OPERATING AGREEMENT (this "Agreement"), dated as of the 31st day of March, 2000, is made by SCI Technology, Inc., an Alabama corporation ("SCITI"), as the sole member of the Company. For purposes of this Agreement, the term "Member" shall refer only to SCITI. ARTICLE 1 THE LIMITED LIABILITY COMPANY 1.1 Formation. The Member hereby forms a limited liability company upon the terms and conditions provided in this Agreement, subject to the provisions of the Colorado Limited Liability Company Act (the "Act"). 1.2 Name. The name of the limited liability company shall be SCI Plant No. 22, L.L.C. (the "Company"). 1.3 Articles of Organization. The Member caused articles of organization that comply with the requirements of the Act to be properly filed with the Colorado Secretary of State on the ____ day of March, 2000. 1.4 Business. The business of the Company shall be to: (i) engage in the business of segregating employment related costs and tracking costs of production in order to more competitively bid on contracts, (ii) engage in such other lawful activities as the Member deems desirable, and (iii) to do any and all other things necessary, desirable or incidental to the foregoing purposes. The Company may lease, sell, trade, auction or otherwise dispose of all or substantially all of its assets and any such transaction shall be considered to be within the scope of the Company's business. 1.5 Principal Place of Business; Registered Office and Agent. The Company's principal place of business shall be at 702 Bandley Drive, Fountain, Colorado 80817 or such other place either within or without Colorado as may be selected from time to time by the Member. The registered office of the Company shall be at 1675 Broadway, Denver, Colorado 80202, or such other place in Colorado as may be selected from time to time by the Member. The Company's registered agent at such address shall be The Corporation Company. ARTICLE 2 CAPITAL CONTRIBUTIONS 2.1 Initial Capital Contributions. Upon execution of this Agreement, the Member agrees to make an initial capital contribution to the Company as set forth on the attached Exhibit A to this Agreement. Upon the addition of additional members, the members shall make capital contributions to the Company in proportion to their membership interests. Capital contributions shall be determined by consent of all the members. Individual capital accounts shall be maintained for the members. 2.2 Additional Capital Contributions. If from time to time in the reasonable judgment of the Member the Company requires additional capital for the operations of the Company, the Member may, in its discretion, borrow the funds from a third party, loan the funds to the Company or contribute the additional capital required by the Company. 2.3 Right to Enforce. No person shall have the right to enforce any obligation of the Member to contribute capital to the Company, and specifically no lender or other third party shall have such rights. 2.4 Return of Capital Contributions. Capital contributions shall be expended in furtherance of the business of the Company. All costs and expenses of the Company shall be paid from its funds. No interest shall be paid on capital contributions. 2.5 Accounts. All funds of the Company shall be initially deposited in a separate account or accounts maintained at one or more financial institutions. Each member shall have signatory authority over the accounts maintained at any financial institution. ARTICLE 3 DISTRIBUTIONS Upon vote of the members, the Company shall make distributions out of its available cash funds or other assets to the members in proportion to their respective membership interests in accordance with the Act. A member may be required to accept a distribution from the Company in cash or in kind or partly in cash and partly in kind. ARTICLE 4 ALLOCATION OF PROFIT AND LOSS The profit or loss of the Company shall be determined on an annual basis and for such other periods as may be required. All profit and loss of the Company shall be allocated to the Member. For federal income tax purposes, the Company shall be disregarded as an entity separate from the Member and each item of income, gain, loss and deduction of the Company shall be taxable to the Member as if the Company was taxable as a sole proprietorship. The classification of the Company as a sole proprietorship for federal income tax purposes shall have no effect on the liability of the Member under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the Company. ARTICLE 5 MANAGEMENT The business and affairs of the Company shall be managed by the members. Each member shall participate equally in the management and affairs of the Company. No member shall be entitled to receive a salary or other compensation from the Company in connection with the management of the Company. All deeds, notes, mortgages, security agreements, leases, options, sale -2- contracts, and other contracts and documents which are to be executed by the Company shall be sufficient if signed on behalf of the Company by any one member. Any third party dealing with the Company shall be fully protected in relying upon the execution of any Company document by any one of the members and the signature of such member thereon shall be conclusive evidence of the authority of such member to sign on behalf of the Company with respect to any third party relying thereon. ARTICLE 6 MEMBERS 6.1 Additional Members. The Member shall have the right to admit additional members, Where there are two or more members, the members holding over fifty percent (50%) of the membership interests may admit additional members. At such time as additional members are admitted, the Company and the Member shall cause this Agreement to be amended pursuant to Section 10.2 to accommodate such additional members. 6.2 Action by the Member. The affirmative consent (regardless of whether written, oral, or by course of conduct) of the Member shall constitute the assent of all of the members for purposes of any provision of the Agreement or the Act. All decisions concerning the business affairs of the Company shall be made by the Member. Any action required or permitted to be taken at a meeting of members shall be taken by the Member by recording the action in the minutes of the Company. 6.3 Action Upon Admission of Additional Members. Action of the Company to be adopted by the members shall require the vote or consent of the members holding more than fifty percent (50%) of the membership interests. A member upon reasonable advance notice to the other member may call a meeting of the members for the purpose of considering and voting upon any proposed action of the Company. Any notice given regarding a meeting at which action is proposed, shall describe generally the matter to be considered. Such notice may be oral or in writing. 6.4 Disassociation/Assignment. (a) No member shall have the right to dissociate voluntarily from the Company without the written consent of the other members. If a member desires to withdraw from the Company, the other members shall have the right to purchase the Company interest of the member desiring to withdraw at a price and in accordance with procedures set forth in Section 6.4(b) below. If the other members do not purchase such interest, then the Company shall be dissolved and liquidated. No member shall have the right to assign all or any portion of such member's interest in the Company without the written consent of the other members. If the members consent to the assignment of another member's interest in the Company, then such other member shall be free to assign such interest as set forth in the written consent. An assignee of a member's interest only entitles such person to the financial rights of the assignor member to the extent assigned. An assignee of an interest in the Company may become a member only if all of the members consent in writing. A member who assigns all such interest in the Company does not cease to be a member until the assignee of such interest is substituted as a member by unanimous written consent of the other members. -3- (b) The buyout price of the member's interest in the Company determined as follows: (i) The buyout price of a dissociated member's interest is the amount that would have been distributable to the dissociating member if, on the date of dissociation, the assets of the Company were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated member, and the Company were would up as of that date. In either case, the sale price of the Company assets shall be determined on the basis of the amount that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell, and with knowledge of all relevant facts. Interest shall be paid from the date of dissociation to the date of payment. (ii) Damages for wrongful dissociation and all other amounts owing, whether or not presently due, from the dissociated member to the Company, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment. (iii) If no agreement for the purchase of a\ dissociated member's interest is reached within 120 days after a written demand for payment, the Company shall pay, or cause to be paid, in cash to the dissociated member the amount the Company estimates to be the buyout price determined under subsection (i), with accrued interest, reduced by any offsets under subsection (ii), with accrued interest. (iv) If a deferred payment is authorized under subsection (vi), the Company may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (ii), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. (v) The payment or tender required by subsection (iii) or (iv) shall be accompanied by all of the following: (A) A statement of Company assets and liabilities as of the date of dissociation. (B) The latest available Company balance sheet and income statement, if any. (C) An explanation of how the estimated amount of the payment was calculated. (D) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after date of mailing of the written notice, the dissociated member commences an action to determine the buyout price, any offsets under subsection (ii), or other terms of the purchase obligation. (vi) A member who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion -4- of the buyout price until the expiration of the term or completion of the undertaking, unless the member established to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the Company. A deferred payment shall be adequately secured and bear interest. (vii) A dissociated member may maintain an action against the Company, to determine the buyout price of that member's interest, any offsets under subsection (ii), or other terms of the purchase obligation. The action shall be commenced within 120 days after mailing the Company's tender of payment or an offer to pay or within one (1) year after mailing a written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated member's interest, any offset due under subsection (ii), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (vi), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against any other party, if the court finds that the other party acted arbitrarily, vexatiously, or not in good faith, including the Company's failure to tender payment or an offer to pay or to comply with the requirements of subsection (v). (viii) The interest rate for purposes of this Section 6.4(b) shall be the applicable federal rate as determined from time to time by the United States Treasury pursuant to U.S.C. Section 1274(d) or any successor law. ARTICLE 7 ACCOUNTING AND REPORTING The Company shall keep at its registered office the records required by the Act and such records shall be subject to inspection and copying at the reasonable request of a member. As soon as practicable, after the end of each fiscal year, each member shall be furnished with a copy of the income statement and balance sheet of the Company as of the last day of such fiscal year. The obligation hereunder may be satisfied by furnishing each member a copy of the income tax return of the Company. The fiscal year of the Company shall be the calendar year. ARTICLE 8 DISSOLUTION AND TERMINATION 8.1 Term. The Company shall have perpetual existence, except that the Company shall be dissolved upon the occurrence of one of the following: (a) Unanimous written agreement of all of the members to dissolve the Company. (b) When there is no remaining member, unless either of the following: (i) The holders of all of the financial rights in the limited liability company agree in writing, within ninety (90) days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members; or -5- (ii) The legal existence and business of the limited liability company is continued and one or more new members are appointed by the holders of all of the financial rights in the limited liability company. (c) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (d) Entry of a decree of judicial dissolution under Section 7-80-802 of the Act. (e) Occurrence of any other event of dissolution specified in this Agreement. 8.2 Liquidation. Upon dissolution of the Company, its affairs shall be wound up and its assets distributed in accordance with the Act, except that the distribution to each member shall be subject to the provisions of Section 9.1(e) below. ARTICLE 9 TAX PROVISIONS 9.1 Tax Treatment. Notwithstanding anything to the contrary contained herein, the following provisions are hereby adopted to govern certain tax matters affecting the Company in the event the Company is treated as a partnership under the Internal Revenue Code: (a) The members' capital accounts shall be established, determined and maintained for each member and assignee in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg."). (b) "Net Profits" or "Net Losses" for any fiscal year or other period shall be an amount equal to the sum of (a) the Company's taxable income or loss for such year or period as computed for federal income tax purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period exempt from federal income taxation and any gain on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such year or period not deductible in computing taxable income and not properly chargeable to the capital accounts and any losses on in-kind distributions to be taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or other period shall be allocated to the members in accordance with their respective membership interests. (c) If there is a net decrease in Company minimum gain for a Company taxable year, each member shall be allocated items of Company income and gain for that year equal to that member's share of the net decrease in Company minimum gain. This provision is intended to constitute a "minimum gain chargeback requirement" and its shall be interpreted and administered in accordance with Treas. Reg. Section 1.704-2(f). -6- (d) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of the variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or other decisions relating to Code Section 704(c) allocations shall be made by the members in any manner that reasonably reflects the purpose and intention of this Agreement. Code Section 704(c) allocations pursuant to this section are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing any member's capital account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Agreement. (e) Upon liquidation of the Company (or any member's interest in the Company), liquidating distributions shall in all cases be made in accordance with the positive capital account balances of the members, as determined after taking into account all capital account adjustments for the Company taxable year during which such liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member be required to restore a deficit in such member's capital account. Instead of restoring a deficit balance in such member's capital account, a member who unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) in a manner sufficient to eliminate the deficit capital account balance as quickly as possible. It is intended hereby that this constitute a of "qualified income offset" as described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and administered in accordance with Treas. Reg. Section 1.704-1(b)(2)(d). 9.2 Tax Matters Member. The Member is hereby designated the tax matters member. The tax matters member shall be responsible for filing on behalf of the Company with the Internal Revenue Service the required annual income tax return and filing with the appropriate state tax authorities the required state income tax returns. ARTICLE 10 GENERAL PROVISIONS 10.1 Entire Agreement. This Agreement embodies the entire understanding of the Member concerning the Company. 10.2 Amendment. This Agreement may only be amended with the written consent of the Member. 10.3 Notices. (a) All notices required or permitted by this Agreement shall be in writing and shall be hand delivered, sent by registered or certified mail, postage prepaid, or by facsimile (and confirmed in writing delivered or sent by one of the other methods described herein), and shall be effective when delivered or, if mailed, on the date set forth on the receipt of registered or certified mail, or on the fifth day after mailing, whichever is earlier, or, if by facsimile, on the first business day after receipt of such facsimile. -7- (b) In computing any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall ran until the end of the next day which is not a Saturday, Sunday or legal holiday. 10.4 No Partition. No member shall have the right to maintain any action for partition with respect to any of the assets of the Company. 10.5 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. IN WITNESS WHEREOF the Member has executed this Agreement to be effective as of the date first above written. MEMBER: SCI Technology, Inc. By: /s/ Michael M. Sullivan ----------------------------- Name: Michael M. Sullivan Title: Secretary & Corporate Counsel -8- EXHIBIT A (Attached to and forming a part of the Operating Agreement of SCI Plant No. 22, L.L.C. dated as of March 31, 2000) Description of Property Being Contributed to the Initial Capital of the Company

Member Description Value ------ ----------- ----- SCI Technology, Inc. Cash $1,000

EX-3.2.9 73 f88326exv3w2w9.txt EXHIBIT 3.2.9 EXHIBIT 3.2.9 SANMINA-SCI SYSTEMS ENCLOSURES, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT SANMINA-SCI SYSTEMS ENCLOSURES, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the "Agreement") is entered into this __ day of December, 2002, by SCI TECHNOLOGY, INC. (the "Member") as the sole Member of SANMINA-SCI SYSTEMS ENCLOSURES, LLC, a Delaware limited liability company (the "Company") organized pursuant to the Delaware Limited Liability Company Act (the "Act"). OPERATING AGREEMENT: ARTICLE 1 FORMATION Section 1.1 Registered Agent and Office. The Company's registered agent for service of process and registered office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company's Managers (as defined herein) may, from time to time, pursuant to the relevant provisions of the Act, change the registered agent or office. Section 1.2 Business Purpose. The business and purposes of the Company shall be to engage in any lawful business permitted by the Act. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company under the Act. ARTICLE 2 BOARD OF MANAGERS Section 2.1 Board of Managers. The management of the Company shall be vested in a Board of Managers (the "Board"), subject to the Managers' authority to delegate powers and duties to Officers of the Company; provided that no Manager, acting solely in his or her capacity as a Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board. Section 2.2 Number and Tenure of Managers. The number of Managers shall be fixed by the Member. Each Manager shall hold office until such Manager's successor is appointed by the Member, or until such Manager's earlier resignation or removal by the Member. The current Managers comprising the Board are Michael M. Sullivan and Steven H. Jackman. Section 2.3 Regular Meetings of the Board of Managers. Regular meetings of the Board may be held without notice at such time and in such place, either within or without the State of Delaware, as shall from time to time be determined by the Board. Section 2.4 Special Meetings. (a) Special meetings of the Board may be called by or at the request of the Member, the President or at least one-third of the number of Managers constituting the whole board. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board called by them. (b) Unless waived as provided herein, notice of any special meeting of the Board shall be given at least two (2) days previous thereto by written notice to each Manager at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the Manager. Section 2.5 Quorum of Managers. A majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the transaction of business. If less than a majority of the Managers are present at a meeting of the Board, a majority of the Managers present may adjourn the meeting from time to time without further notice. Section 2.6 Voting of Managers. The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board. Section 2.7 Resignation and Removal of Managers. (a) Any Manager may resign at any time upon written notice to the Company. (b) A Manager, or the entire Board of Managers, may be removed at any time, with or without cause, by the Member. -2- Section 2.8 Vacancies. Vacancies in the Board shall be filled by appointment by the Member or, if the Member fails to fill any vacancy on the Board, by a majority of the remaining Managers. Section 2.9 Participation by Video or Telephone Conference of Managers. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. Participation by a Manager pursuant to this Section 2.9 shall constitute presence in person at such meeting. Section 2.10 Actions Requiring the Consent of the Member. Without the approval of the Member, the Board shall not have authority to: (a) do any act in contravention of this Agreement; (b) do any act which would make it impossible to carry on the ordinary business of the Company; (c) co-mingle Company funds with funds of a Manager; (d) confess a judgment against the Company; (e) merge or consolidate the Company with or into any other entity or change or reorganize the Company into any other legal form; (f) execute or deliver any general assignment for the benefit of creditors of the Company or permit the entry of an order of relief against the Company under any state or federal bankruptcy laws; or (g) sell or transfer all, or substantially all, of the assets of the Company. Section 2.11 Action Without Meeting. Any action required or permitted by law or by this Agreement to be taken by the Board may be taken by written consent, without a meeting, if such consent is executed by not less than a majority of the Board. Notice of such action without a meeting by less than unanimous written consent shall be given within ten (10) days of the taking of such action to those Managers of record on the date when the written consent is first executed who did not participate in taking the action. Section 2.12 Waiver of Notice. (a) A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose -3- of, any regular or special meeting of the Managers need be specified in any written waiver of notice. (b) Attendance of a person at a meeting shall constitute a waiver of notice of such meeting. ARTICLE 3 AUTHORITY OF THE MEMBER Section 3.1 Authority of the Member. Except as otherwise provided in this Agreement, the Member shall not participate in the management or control of the Company's business, transact any business for the Company, or have the power to act for or bind the Company, said powers being vested solely and exclusively in the Managers and the Officers of the Company. Section 3.2 Rights of the Member. The Member shall have the following rights: (a) the Member may give its consent to any of the items specified in Section 2.10 above; (b) the Member may elect to dissolve the Company; (c) the Member may consent to any amendments to this Agreement or the Certificate of Formation as provided in Section 9.1 below; and (d) the Member may appoint and remove a Manager in accordance with the applicable provisions of this Agreement. ARTICLE 4 OFFICERS Section 4.1 General Provisions. The Officers of the Company shall be those Officers as may be elected by the Managers or appointed as provided in this Agreement from time to time including, but not limited to, a Chief Executive Officer, a President, a Treasurer, and a Secretary. Any two or more offices may be held by the same person. The salary of each Officer, if any, shall be set by the Board; provided that the salary, if any, of an Officer who is a Manager shall be set by the Member. Section 4.2 Election and Appointment of Officers. The Board shall elect the Officers, and each Officer shall serve for the term of office for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or his earlier resignation, removal from office by the Board or death. -4- Section 4.3 Chief Executive Officer. The Chief Executive Officer shall have such duties and such powers as the Member may be from time to time prescribe, and, in addition, in the absence or disability of the President, and in priority to any vice president, the Chief Executive Officer shall perform the duties and exercise the powers of the President. Section 4.4 President. The President shall be responsible for the general and active management of the business of the Company, and shall have the authority to conduct all ordinary business on behalf of the Company and may execute and deliver on behalf of the Company any agreement conveyance, note or similar document, provided that the approval of the Board or the Member is not required by this Agreement. Section 4.5 Treasurer. The Treasurer shall be responsible for the financial books and records of the Company, and for keeping accurate accounts thereof, and shall have such other duties and powers as may from time to time be delegated to him by the President or the Board. Section 4.6 Secretary. The Secretary shall keep minutes of all meetings of the Board of the Company, have charge of the minute books, ownership records and seal of the Company and perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board. Section 4.7 Assistant Secretaries. Assistants to the Secretary may be appointed by the President or elected by the Board and shall perform such duties and have such powers as delegated to them by the President or the Board. Section 4.8 Vice Presidents. The Company may have one or more Vice Presidents, elected by the Board, who shall perform such duties and have such powers as may be delegated by the President or the Board. Section 4.9 Removal of Officer. At a meeting of the Board called expressly for such purpose, any Officer may be removed as an Officer by the affirmative vote of a majority of the Managers. Section 4.10 Actions Requiring the Consent of the Board. Without the approval of the Board, no Officer shall have authority to: (a) do any act in contravention of this Agreement; (b) do any act which would make it impossible to carry on the ordinary business of the Company; -5- (c) pledge the credit of the Company for any purpose except for Company purposes; (d) sell or transfer all, or substantially all, of the assets of the Company; (e) cause the Company to guarantee any material debt obligations of any person other than the Company; (f) make any distribution; or (g) assume or create any material indebtedness other than in the ordinary course of business. ARTICLE 5 LIMITATIONS ON AUTHORITY; INDEMNIFICATION AND LIABILITY Section 5.1 Limitation of Authority. (a) The Member, acting solely in its capacity as a Member, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company's business and affairs, or otherwise bind the Company in any matter. (b) Each Manager, acting solely in his capacity as a Manager, is not an agent of the Company and does not have any authority to act on behalf of the Company, execute any instrument in connection with the carrying on of the Company's business and affairs, or otherwise bind the Company in any matter. Section 5.2 Liability of the Member and Managers. (a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member. (b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement. -6- Section 5.3 Indemnification. (a) Under the circumstances prescribed in Sections 5.3(c) and 53(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did not act in good faith, (ii) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. (b) Under the circumstances prescribed in Sections 5.3(c) and 5.3(e), the Company shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a Member, Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, -7- such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a Member, Manager, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 5.3(a) and 5.3(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith, notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding. (d) The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trustee, employee benefit plan or other enterprise, against expenses (including, attorneys' fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such action, suit or proceeding. (e) Except as provided in Section 5.3(c) and except as may be ordered by a court, any indemnification under Sections 5.3(a) and 5.3(b) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 5.3(a) and 5.3(b). Such a determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested Managers so directs, by the firm of independent legal counsel then employed by the Company, in a written opinion, or (iii) other than with respect to indemnification with respect to the Member, by the affirmative vote of the Member. (f) Expenses (including attorneys' fees) incurred in defending a civil or criminal claim, action, suit or proceeding shall be paid by the Company in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, Manager, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Section. -8- (g) The indemnification and advancement of expenses provided by or granted pursuant to this Section shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule or law, provisions of any resolution, agreement or otherwise specifically or in general terms, both as to action by a Member, Manager, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a Member, Manager, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the Company. (h) The Company may purchase and maintain insurance on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Section. (i) For the purposes of this Section, the Company shall be deemed to have requested a Manager, Member, officer, employee or agent of the Company to serve an employee benefit plan whenever the performance by such person of his or her duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; "fines" shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Any indemnification under this Section with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan. (j) If for any reason, any provision of this Section is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Section not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect. -9- ARTICLE 6 CONFLICTS OF INTEREST Section 6.1 Conflicts of Interest. Any Manager or Officer that proposes to enter into a transaction, directly or indirectly, with the Company must first receive the approval of the Board. Any transaction described in this Section 6.1 that is not first approved by the Board shall, at the discretion of the Board, be null and void. ARTICLE 7 INCOME TAX MATTERS Section 7.1 Federal, State and Local Income Taxes. It is the intention of the Member that the existence of the Company be ignored for federal, state and local income tax purposes. ARTICLE 8 DISSOLUTION Section 8.1 Dissolution. The Company shall be dissolved only upon the election of the Member. Dissolution of the Company shall be effective on the date designated by the Member. ARTICLE 9 AMENDMENTS AND CONSENTS Section 9.1 Amendments. This Agreement and the Certificate of Formation may be amended only with the approval of the Member. Section 9.2 Method of Giving Consent. Any consent required by this Agreement must be in writing, and unless otherwise expressly agreed by the Member or the Managers as the case may be, must be given by the Member or Managers as the case may be, at or prior to the doing of the act or thing for which the consent is solicited. -10- ARTICLE 10 GENERAL PROVISIONS Section 10.1 Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. Section 10.2 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. Section 10.3 Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law. Section 10.4 Waivers. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. Section 10.5 Agreement; Effect of Inconsistencies with Act. This Agreement shall govern the existence and organization of the Company, and except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Internal Revenue Code of 1986, as amended, or regulations thereto or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is invalid or unenforceable under the Act, the provisions of this Agreement shall be enforced to the maximum extent permitted in order to make this Agreement effective under the Act, and all other parts of this Agreement will remain in force. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] -11- IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above. MEMBER: SCI TECHNOLOGY, INC. By: /s/ Michael M. Sullivan --------------------------------------- Name: Michael M. Sullivan Title: Secretary EX-3.2.10 74 f88326exv3w2w10.txt EXHIBIT 3.2.10 EXHIBIT 3.2.10 AMENDED AND RESTATED BYLAWS OF SCI ENCLOSURES (DENTON) INC. (initially adopted on November 25, 2002) TABLE OF CONTENTS

PAGE ---- 1. Offices...................................................................................................... 1 1.1 Registered Office................................................................................... 1 1.2 Other Office........................................................................................ 1 2. Meetings of Shareholders..................................................................................... 1 2.1 Place of Meetings................................................................................... 1 2.2 Annual Meeting...................................................................................... 1 2.3 Special Meetings.................................................................................... 1 2.4 Notice and Waivers of Notice........................................................................ 1 2.5 Record Date......................................................................................... 2 2.6 Voting List......................................................................................... 2 2.7 Quorum of Shareholders.............................................................................. 2 2.8 Withdrawal of Quorum................................................................................ 3 2.9 Voting on Matters Other Than the Election of Directors.............................................. 3 2.10 Voting in the Election of Directors................................................................. 3 2.11 Method of Voting.................................................................................... 3 2.12 Action Without Meetings............................................................................. 3 3. Directors.................................................................................................... 4 3.1 Powers.............................................................................................. 4 3.2 Number; Qualifications.............................................................................. 4 3.3 Election............................................................................................ 4 3.4 Resignation......................................................................................... 4 3.5 Removal of Directors................................................................................ 4 3.6 Vacancies........................................................................................... 5 4. Meetings of the Board of Directors........................................................................... 5 4.1 Place............................................................................................... 5 4.2 Regular Meetings.................................................................................... 5 4.3 Special Meetings.................................................................................... 5 4.4 Notice and Waiver of Notice......................................................................... 5 4.5 Quorum of Directors................................................................................. 5 4.6 Action Without Meetings............................................................................. 6 4.7 Committees.......................................................................................... 6 4.8 Compensation........................................................................................ 7 5. Officers..................................................................................................... 7 5.1 Election, Number, Qualification, Term, Compensation................................................. 7 5.2 Removal............................................................................................. 7 5.3 Vacancies........................................................................................... 7 5.4 Authority........................................................................................... 7 5.5 Chairman of the Board............................................................................... 7

-ii- TABLE OF CONTENTS (CONTINUED)

PAGE ---- 5.6 Chief Executive Officer............................................................................. 7 5.7 President........................................................................................... 8 5.8 Vice-President...................................................................................... 8 5.9 Secretary........................................................................................... 8 5.10 Assistant Secretary................................................................................. 8 5.11 Chief Financial Officer............................................................................. 8 5.12 Assistant Treasurer... ............................................................................. 9 6. Certificates Representing Shares............................................................................. 9 6.1 Certificates........................................................................................ 9 6.2 Payment, Issuance................................................................................... 9 6.3 Lost, Stolen or Destroyed Certificates.............................................................. 9 6.4 Registration of Transfer............................................................................ 9 6.5 Registered Owner................................................................................... 10 7. Dividends................................................................................................... 10 7.1 Declaration and Payment............................................................................ 10 7.2 Reserves........................................................................................... 10 8. Protection of Officers, Directors and Employees............................................................. 10 8.1 Indemnification.................................................................................... 10 8.2 Indemnification for Reasonable Expenses............................................................ 11 8.3 Expenses Advanced.................................................................................. 11 8.4 Insurance.......................................................................................... 12 8.5 Officers, Employees and Agents..................................................................... 12 8.6 Other Protection and Indemnification............................................................... 12 8.7 Notice of Indemnification of or Advance of Expenses................................................ 12 9. General Provisions.......................................................................................... 12 9.1 Fiscal Year........................................................................................ 12 9.2 Seal............................................................................................... 12 9.3 Minutes............................................................................................ 12 9.4 Amendment.......................................................................................... 13 9.5 Notice............................................................................................. 13

-iii- AMENDED AND RESTATED BYLAWS OF SCI ENCLOSURES (DENTON) INC. 1. Offices 1.1 Registered Office. The registered office of the corporation shall be fixed in the corporation's articles of incorporation. 1.2 Other Office. The corporation may also have offices at such other places within or without the State of Texas as the Board of Directors may from time to time determine or the business of the corporation may require. 2. Meetings of Shareholders 2.1 Place of Meetings. Meetings of shareholders shall be held at any place, within or outside the State of Texas, designated by the Board of Directors. In the absence of any such designation, shareholders' meetings shall be held at the principal office of the corporation. 2.2 Annual Meeting. The annual meeting of shareholders for the election of directors and such other business as may properly be brought before the meeting shall be held at such place within or without the State of Texas and at such date and time as shall be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. 2.3 Special Meetings. Special meetings of the shareholders may be called (a) by the Board of Directors, the chairman of the board, the chief executive officer or the president (in the absence of a chief executive officer) or (b) by the holders of at least 10% of all the shares entitled to vote at the proposed meeting. The record date for determining shareholders entitled to call a special meeting shall be the date the first shareholder signs the call and notice of that meeting. Only business within the purpose or purposes described in the notice of a special meeting of shareholders may be conducted at such meeting. 2.4 Notice and Waivers of Notice. (a) Written notice stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the share transfer records of the corporation. (b) Notice may be waived in writing signed by the person or persons entitled to such notice. Such waiver may be executed at any time before or after the holding of such meeting. Attendance at a meeting shall constitute a waiver of notice, except where the person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called. (c) Any notice required to be given to any shareholder, under any provision of the Texas Business Corporation Act (the "TBCA") or the articles of incorporation or Bylaws of the corporation, need not be given to a shareholder if (1) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (2) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12-month period have been mailed to that person, addressed at his address as shown on the records of the corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given and, if the action taken by the corporation is reflected in any articles or document filed with the Secretary of State, those articles or that document may state that notice was duly given to all persons to whom notice was required to be given. If such a person delivers to the corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated. 2.5 Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, the Board of Directors may in advance establish a record date which must be at least ten (10) nor more than sixty (60) days prior to such meeting. If the Board of Directors fail to establish a record date, the record date shall be the date on which notice of the meeting is mailed. 2.6 Voting List. (a) The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or vote at any meeting of shareholders. (b) Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. (c) An officer or agent having charge of the stock transfer books who shall fail to prepare the list of shareholders or keep the same on file for a period of ten days, or produce and keep it open for inspection as provided in this section, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage. In the event that such officer or agent does not receive notice of a meeting of shareholders sufficiently in advance of the date of such meeting reasonably to enable him to comply with the duties prescribed by these Bylaws, the corporation, but not such officer or agent shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage. 2.7 Quorum of Shareholders. With respect to any matter, a quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting, in person or by proxy, unless otherwise provided in the articles of incorporation in accordance with the TBCA. Unless otherwise provided in the articles of incorporation, the shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may power to adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting. -2- 2.8 Withdrawal of Quorum. Unless otherwise provided in the articles of incorporation, once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may properly be brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. 2.9 Voting on Matters Other Than the Election of Directors. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBCA, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the articles of incorporation in accordance with the TBCA. 2.10 Voting in the Election of Directors. Unless otherwise provided in the articles of incorporation, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. 2.11 Method of Voting. (a) Unless otherwise provided in the articles of incorporation or the TBCA, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Any shareholder may vote either in person or by proxy executed in writing by the shareholder. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. (b) Every shareholder entitled to vote at such election shall have the right (i) to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has the right to vote or (ii) unless cumulative voting is prohibited by the articles of incorporation and subject to the TBCA, to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates. Cumulative voting shall not be allowed in an election of directors unless a shareholder who intends to cumulate his votes shall have given written notice of his intention to the secretary of the corporation on or before the day preceding the election at which such shareholder intends to cumulate his votes. All shareholders entitled to vote cumulatively may cumulate their votes if any shareholder gives the written notice provided for herein. 2.12 Action Without Meetings. (a) Any action required or which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the shareholders. (b) To the extent so provided in the articles of incorporation, any action required by law to be taken at any annual or special meeting of shareholders, or any action that may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a -3- meeting at which the holders of all shares entitled to vote on the action were present or represented and voted. (c) Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within 60 days after the date of the earliest dated consent delivered to the corporation in the manner required by law, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent delivered to the corporation by delivery to its registered office, to its principal office or to an officer or agent of the corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the corporation's principal office shall be addressed to the President or the chief executive officer of the corporation. (d) A telegram, telex, cablegram, or similar transmission by a shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by the shareholder for purposes of this section. (e) Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action. 3. Directors 3.1 Powers. The powers of the corporation shall be exercised by or under authority of, and the business and affairs of the corporation and all corporate powers shall be managed under the direction of the Board of Directors. 3.2 Number; Qualifications. The Board of Directors shall consist of one or more members. The number of Directors is initially set at two (2), but thereafter, the number thereof will be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 Election. The directors shall be elected at the annual meeting of the shareholders, and each director elected shall hold office until the next succeeding annual meeting or until his successor shall have been elected and qualified. 3.4 Resignation. Any director may resign at any time by giving written notice to the president or secretary. Such resignation shall take effect at the time specified in the notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 3.5 Removal of Directors. (a) At any meeting of shareholders called expressly for the purpose of removing a director, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Wherever the holders of any class or series of shares entitled to elect one or more directors by the provisions of the articles of incorporation, only the holders of shares of that class or series shall be entitled to vote for or against the removal of any director elected by the holders of that class or series. -4- (b) Unless cumulative voting is prohibited by the articles of incorporation, if less than the entire Board of Directors is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. 3.6 Vacancies. (a) Any vacancy in the Board of Directors may be filled in accordance with paragraph (c) below or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. (b) A directorship to be filled by reason of an increase in the number of directors may be filled in accordance with paragraph (c) below or may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. (c) Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose. 4. Meetings of the Board of Directors 4.1 Place. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas. 4.2 Regular Meetings. Regular meetings of the Board of Directors may be held upon notice, or without notice unless notice is required under these Bylaws and at such time and at such place as shall from time to time be determined by the Board of Directors. 4.3 Special Meetings. Special meetings of the Board of Directors may be called by the chairman of the board, the chief executive officer or the president and shall be called by the secretary on the written request of any two directors. Notice of each special meeting of the Board of Directors shall be given to each director at least twenty-four (24) hours before the meeting is scheduled to convene. 4.4 Notice and Waiver of Notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as may be otherwise provided by law or by the articles of incorporation or by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 4.5 Quorum of Directors. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of directors, the directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. -5- 4.6 Action Without Meetings. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. 4.7 Committees. (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth below and in the TBCA. (b) No committee of the Board of Directors shall have the authority of the Board of Directors in reference to: 1. amending the articles of incorporation, except that a committee may, to the extent provided in the resolution designating that committee or in the articles of incorporation or the Bylaws, exercise the authority of the Board of Directors vested in it in accordance with article 2.13 of the TBCA; 2. proposing a reduction of the stated capital of the corporation in the manner permitted by article 4.12 of the TBCA; 3. approving a plan of merger or share exchange of the corporation; 4. recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business; 5. recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof; 6. amending, altering, or repealing the Bylaws of the corporation or adopting new bylaws of the corporation; 7. filling vacancies in the Board of Directors; 8. filling vacancies in or designating alternate members of any such committee; 9. filling any directorship to be filled by reason of an increase in the number of directors; 10. electing or removing officers of the corporation or members or alternate members of any such committee; 11. fixing the compensation of any member or alternate members of such committee; or -6- 12. altering or repealing any resolution of the Board of Directors that by its terms provides that it shall not be so amendable or repealable. (c) Unless the resolution designating a particular committee, the articles of incorporation, or the Bylaws expressly so provide, no committee of the Board of Directors shall have the authority to authorize a distribution or to authorize the issuance of shares of the corporation. (d) The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. 4.8 Compensation. Directors shall receive such compensation for their services as director as may be determined by resolution of the Board of Directors. The receipt of such compensation shall not preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 5. Officers 5.1 Election, Number, Qualification, Term, Compensation. The officers of the corporation shall be elected by the Board of Directors and shall consist of a president and a secretary. The Board of Directors may also elect a chairman of the board, a chief executive officer, one or more vice-presidents, a treasurer, one or more assistant secretaries and one or more assistant treasurers and such other officers and assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors by resolution not inconsistent with these Bylaws. Two or more offices may be held by the same person. 5.2 Removal. The officers of the corporation shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights. 5.3 Vacancies. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors. 5.4 Authority. Officers and agents shall have such authority and perform such duties in the management of the corporation as may be provided in these Bylaws. 5.5 Chairman of the Board. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be prescribed by these Bylaws. 5.6 Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if there be such an officer, the chief executive officer shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the corporation and shall report directly to the Board of Directors, with all other officers, officials, employees and agents reporting directly or indirectly to him. The chief executive officer shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall preside at -7- all meetings of the shareholders and, in the absence of a chairman of the board, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. 5.7 President. In the absence or disability of the chief executive officer, the president shall perform all the duties of the chief executive officer and when so acting shall have all the powers of, and be subject to all the restrictions upon, the chief executive officer. The president shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board of Directors, these Bylaws, the chief executive officer or the chairman of the board. 5.8 Vice-President. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the chairman of the board, the chief executive officer or, in the absence of a chief executive officer, the president. 5.9 Secretary. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required to be given by law or by these Bylaws. He shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. 5.10 Assistant Secretary. The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the shareholders or Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these Bylaws. 5.11 Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, -8- losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the chief executive officer or, in the absence of a chief executive officer, the president and directors, whenever they request it, an account of all his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The chief financial officer shall be the treasurer of the corporation. 5.12 Assistant Treasurer. The assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the shareholders or Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these Bylaws. 6. Certificates Representing Shares 6.1 Certificates. The shares of the corporation shall be represented by certificates signed by the chief executive officer, the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of the chief executive officer, the president or vice-president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. The certificates shall be consecutively numbered and shall be entered in the books of the corporation as they are issued. Each certificate shall state on the face thereof the holder's name, the number and class of shares, and the par value of such shares or a statement that such shares are without par value. 6.2 Payment, Issuance. Shares may be issued for such consideration, not less than the par value thereof, as may be fixed from time to time by the Board of Directors. The consideration for the payment of shares shall consist of money paid, labor done or property actually received. Shares may not be issued until the full amount of the consideration fixed therefor has been paid. 6.3 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed. 6.4 Registration of Transfer. Shares of stock shall be transferable only on the books of the corporation by the holder thereof in person or by his duly authorized attorney. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied -9- by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transaction recorded upon the books of the corporation. 6.5 Registered Owner. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as of the record date as the owner of shares to receive dividends or other distributions, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Texas. The person in whose name the shares are or were registered in the stock transfer books of the corporation as of the record date shall be deemed to be the owner of the shares registered in his name at that time. Neither the corporation nor any of its officers, directors, or agents shall be under any liability for making such a distribution to a person in whose name shares were registered in the stock transfer books as of the record date or to the heirs, successors, or assigns of the person, even though the person, or his heirs, successors, or assigns, may not possess a certificate for shares. 7. Dividends 7.1 Declaration and Payment. Subject to the TBCA and the articles of incorporation, dividends may be declared by the Board of Directors, in its discretion, at any regular or special meeting, pursuant to law and may be paid in cash, in property or in the corporation's own shares. 7.2 Reserves. Before payment of any dividend, the Board of Directors, by resolution, may create a reserve or reserves out of the corporation's surplus or designate or allocate any part or all of such surplus in any manner for any proper purpose or purposes, and may increase, create, or abolish any such reserve, designation, or allocation in the same manner. 8. Protection of Officers, Directors and Employees 8.1 Indemnification. The corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding (which term shall mean any threatened or pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding) because the person is or was a director of the corporation, or who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (such person being referred to in this part 8 as an indemnified person) as follows: (a) An indemnified person shall be indemnified against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including, without limitation, court costs and attorneys fees) actually incurred by the indemnified person in connection with the proceeding; but if an indemnified person (i) is found liable to the corporation or (ii) is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in his official capacity (as such term is defined in Art. 2.02-1.A of the TBCA), the indemnification (x) shall be limited to reasonable expenses actually incurred by the director in connection with the proceeding and (y) shall not be made in respect of any proceeding in which the indemnified person shall have been found liable for willful or intentional misconduct in the performance of his duty to the corporation. -10- (b) An indemnified person shall be indemnified against obligations resulting from the proceedings referred to in paragraph (a) above only if it is determined in accordance with paragraph (c) below that he conducted himself in good faith and reasonably believed, in the case of conduct in his official capacity, that his conduct was in the corporation's best interest, and in all other cases that his conduct was at least not opposed to the corporation's best interests. In the case of any criminal proceeding, an additional determination must be made that such indemnified person had no reasonable cause to believe his conduct was unlawful. (c) A determination of indemnification under paragraph (b) above must be made: (i) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; (ii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding; (iii) by special legal counsel selected by the Board of Directors or a committee of the Board of Directors by vote as set forth in (i) or (ii) above, or, if such quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors, or (iv) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. (d) Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as is the determination that indemnification is permissible, as set forth in paragraph (c) above, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to the reasonableness of expenses must be made in the manner specified in clause (iii) of paragraph (c) above for the selection of special counsel. (e) The indemnification permitted under this section 8.1 shall be mandatory and this paragraph (e) shall be deemed, in accordance with Article 2.02-1.G. of the TBCA, to constitute authorization of indemnification in the manner required by this section 8.1 and by Article 2.02-1.G. of the TBCA. 8.2 Indemnification for Reasonable Expenses. The corporation shall indemnify an indemnified person against reasonable expenses (including, without limitation, court costs and attorneys fees) incurred by him in connection with a proceeding in which he is named defendant or respondent because he is or was an indemnified person if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. 8.3 Expenses Advanced. The corporation may pay or reimburse in advance of the final disposition of a proceeding any reasonable expenses (including, without limitation, court costs and attorneys fees) incurred by an indemnified person who was, is, or is threatened to be made a named defendant or respondent in a proceeding, and without the necessity of making any of the determinations specified in section 8.1(c) and 8.1(d) hereof, after the corporation receives a written affirmation by the indemnified person of his good faith belief that he has met the standard of conduct necessary for indemnification as set forth herein and a written undertaking by or on behalf of the indemnified person containing the unlimited -11- general obligation of the indemnified person to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements. Notwithstanding any other provision of this part 8, the corporation may pay or reimburse expenses incurred by an indemnified person in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding. 8.4 Insurance. The corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director or an officer, employee, agent of the corporation or who is or was serving at the request of the corporation as a director, officer, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify such person against that liability under these Bylaws or the TBCA. 8.5 Officers, Employees and Agents. An officer of the corporation shall be indemnified to the same extent as a director, and is entitled to seek indemnification under this part 8 to the same extent as a director. The corporation may indemnify and advance expenses to an employee or agent of the corporation, and persons who are not or were not officers, employees, or agents of the corporation but who are or were serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the same extent that it may indemnify and advance expenses to directors under this part 8 or to such further extent as may be permitted or required by law. 8.6 Other Protection and Indemnification. The protection and indemnification provided hereunder shall not be deemed exclusive of any other rights to which such person may be entitled under any agreement, insurance policy, vote of shareholders, law, or otherwise. 8.7 Notice of Indemnification of or Advance of Expenses. Any indemnification of or advance of expenses to a person in accordance with this part 8 shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting pursuant to Article 9.10.A, of the TBCA, as amended, and, in any case, within the 12-month period immediately following the date of the indemnification or advance. 9. General Provisions 9.1 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. 9.2 Seal. The corporate seal shall be in such form as may be prescribed by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. 9.3 Minutes. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its -12- shareholders, giving names and addresses of all shareholders and the number and class of the shares held by each. 9.4 Amendment. Unless otherwise provided by the articles of incorporation or unless the shareholders in amending, adopting or repealing a particular Bylaw provision expressly provide that the directors may not amend or repeal such provision, these Bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors, at any meeting of the Board of Directors at which a quorum is present. Unless otherwise provided in the articles of incorporation or by a bylaw provision by the shareholders as to all or some portion of these Bylaws, the shareholders may amend, repeal, or adopt bylaws of the corporation at any meeting of the shareholders, provided that notice of the meeting provided notice of the proposed bylaw provision, even though the Bylaws may also be amended, repealed, or adopted by the Board of Directors. 9.5 Notice. Any notice to directors or shareholders shall be in writing and shall be delivered personally or mailed to the directors or shareholders at their respective addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice to directors may also be given by telegram. Whenever any notice is required to be given under the provisions of applicable statutes or of the articles of incorporation or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. -13- SCI ENCLOSURES (DENTON) INC. CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of SCI Enclosures (Denton), Inc. and that the foregoing Amended and Restated Bylaws, comprising thirteen (13) pages, were adopted as the corporation's Bylaws on November 25, 2002 by the corporation's Sole Shareholder. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 25th day of November, 2002. /s/ Michael M. Sullivan ------------------------------------------ Michael Sullivan, Secretary EX-3.2.11 75 f88326exv3w2w11.txt EXHIBIT 3.2.11 EXBIHIT 3.2.11 SCIMEX, INC BY-LAWS ARTICLE I OFFICES Section 1. The principal office shall be in the City of Huntsville, County of Madison, State of Alabama. Section 2. The corporation may also have offices at such other places both within and without the State of Alabama as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in Huntsville, State of Alabama at such place as may be fixed from time to time by the board of directors. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Alabama, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1987, shall be held on the fourth Friday in October, or, if a legal holiday, then on the next such day following that day, at 10:00 a.m. at which they shall elect, by a plurality vote a Board of Directors, and transact such other business as shall properly be brought before the meeting. Section 3. Written notice of the annual meeting shall be given to each stockholder entitled to vote thereat at least ten days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city, town or village where the election is to be held and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of holders of not less than one-tenth of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. -2- Section 6. Written notice of special meeting of stockholders, stating the time, place and object thereof, shall be given to each stockholder entitled to vote thereat, not less than ten nor more than fifty days before the date fixed for the meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy of each share of the capital stock having power held by such stockholder, -3- but no proxy shall be voted on after eleven months from its date, unless the proxy provides for a longer period, and, except where the transfer books of the corporation have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which has been transferred on the books of the corporation within twenty days next preceding such election of directors. Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the certificate of incorporation, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall not be less than three nor more than eleven. The first board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the-board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less -4- than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are dully elected and shall qualify, unless sooner displaced. Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Alabama. Section 5. The first meeting of each newly elected board directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting provided a quorum shall be present. In the event of the failure of the stockholders to fix the time and place of such first meeting of the newly elected board of directors, or in the event such meeting is not to be held at such time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. -5- Section 7. Special meetings of the board may be called by the president on five days' notice to each director, either personally or by mail or by telegram, special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the directors. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board or of such committee as the case may be, and such written consent is filed with the minutes of proceeding of the board or committee. COMMITTEES OF DIRECTORS Section 10. The board of directors may, by resolution passed by a majority or the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may-exercise the powers of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such -6- committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 12. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. CHAIRMAN OF THE BOARD Section 13. The board of directors at its first meeting shall choose a Chairman from among the Directors. Section 14. The Chairman shall have such powers as the board of directors may from time to time prescribe. INDEMNIFICATION Section 15. Each director or officer of this corporation, and each person who at its request has served as an officer or director of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by this corporation against those expenses which are allowed by the -7- laws of the State of Alabama and which are reasonably incurred in connection with any action, suit or proceeding, pending or threatened in which such person may be involved by reason of his being or having been a director or officer of this corporation or of such other enterprises. Such indemnification shall be made only in accordance with the laws of the State of Alabama and subject to the conditions prescribed therein. The corporation may purchase and maintain insurance on behalf of any such officers and directors against any liabilities asserted against such persons whether or not the corporation would have the power to indemnify such officers and directors against such liability under the laws of the State of Alabama. If any expenses or other amounts are paid by way of indemnification, other than by court order, action by shareholders or by an insurance carrier, the corporation shall provide notice of such payment to the shareholders in accordance with the provisions of the laws of the State of Alabama. Section 16. The indemnification provided herein shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Two or more offices may be held by the same person, except that where the offices of president and secretary are held by the same person, such person shall not hold any other office. -8- Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president from among the directors, and shall choose one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by' the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chose and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of thee board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and, when prescribed by the board, at meetings of the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation except where required or permitted by law to be otherwise signed and -9- executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. The vice-president, or if there shall be more than one, the vice-presidents in order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the seal __________ instrument requiring it and, when so affixed, it shall be attested by the secretary's signature or by the signature of an assistant secretary. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -10- THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration of the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -11- ARTICLE VI CERTIFICATES OF STOCK Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. Section 2. Where a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such president, vice-president, treasurer, assistant treasurer, secretary or assistant secretary may be facsimile. In case any officer or officers who-have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered-by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the -12- board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate to have been lost or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. CLOSING THE TRANSFER BOOKS Section 5. The board of directors may close the stock transfer books of the corporation for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding fifty days in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the board of directors may fix in advance a date not exceeding fifty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, -13- and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights,. or to exercise the rights in respect of any such changes, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholder as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be notwithstanding any transfer of any stock on the books of the corporation after such record date fixed aforesaid. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Alabama. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or -14- special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. -15- SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Alabama". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE VIII AMENDMENTS Section 1. The by-laws may be altered or repealed at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration or repeal be contained in the notice of such special meeting. No change of the time or place of the meeting for the election of directors shall be made within sixty days _______ before the day on which such meeting is to be held, and in case of any change of such time or place, notice thereof shall be given to each stockholder in person or by letter mailed to his last known post office address at least twenty days before the meeting is held. -16- EX-3.2.12 76 f88326exv3w2w12.txt EXHIBIT 3.2.12 EXHIBIT 3.2.12 AMENDED AND RESTATED BYLAWS OF HADCO SANTA CLARA, INC. (initially adopted on November 25, 2002) TABLE OF CONTENTS

PAGE ---- ARTICLE I - CORPORATE OFFICES........................................................................................ 1 1.1 REGISTERED OFFICE.................................................................................. 1 1.2 OTHER OFFICES...................................................................................... 1 ARTICLE II - MEETINGS OF STOCKHOLDERS................................................................................ 1 2.1 PLACE OF MEETINGS.................................................................................. 1 2.2 ANNUAL MEETING..................................................................................... 1 2.3 SPECIAL MEETING.................................................................................... 1 2.4 NOTICE OF STOCKHOLDERS' MEETINGS................................................................... 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE....................................................... 2 2.6 QUORUM............................................................................................. 2 2.7 ADJOURNED MEETING; NOTICE.......................................................................... 3 2.8 CONDUCT OF BUSINESS................................................................................ 3 2.9 VOTING............................................................................................. 3 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING............................................ 3 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS........................................ 4 2.12 PROXIES............................................................................................ 4 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.............................................................. 4 ARTICLE III - DIRECTORS.............................................................................................. 5 3.1 POWERS............................................................................................. 5 3.2 NUMBER OF DIRECTORS................................................................................ 5 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS............................................ 5 3.4 RESIGNATION AND VACANCIES.......................................................................... 5 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE........................................................... 6 3.6 REGULAR MEETINGS................................................................................... 6 3.7 SPECIAL MEETINGS; NOTICE........................................................................... 6 3.8 QUORUM............................................................................................. 7 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.................................................. 7 3.10 FEES AND COMPENSATION OF DIRECTORS................................................................. 7 3.11 APPROVAL OF LOANS TO OFFICERS...................................................................... 7 3.12 REMOVAL OF DIRECTORS............................................................................... 8 ARTICLE IV - COMMITTEES.............................................................................................. 8 4.1 COMMITTEES OF DIRECTORS............................................................................ 8 4.2 COMMITTEE MINUTES.................................................................................. 8 4.3 MEETINGS AND ACTION OF COMMITTEES.................................................................. 8 ARTICLE V - OFFICERS................................................................................................. 9 5.1 OFFICERS........................................................................................... 9 5.2 APPOINTMENT OF OFFICERS............................................................................ 9 5.3 SUBORDINATE OFFICERS............................................................................... 9 5.4 REMOVAL AND RESIGNATION OF OFFICERS................................................................ 9

-i- TABLE OF CONTENTS (CONTINUED)

PAGE ---- 5.5 VACANCIES IN OFFICES............................................................................... 10 5.6 CHAIRPERSON OF THE BOARD........................................................................... 10 5.7 CHIEF EXECUTIVE OFFICER............................................................................ 10 5.8 PRESIDENT.......................................................................................... 10 5.9 VICE PRESIDENTS.................................................................................... 10 5.10 SECRETARY.......................................................................................... 11 5.11 CHIEF FINANCIAL OFFICER............................................................................ 11 5.12 ASSISTANT SECRETARY................................................................................ 12 5.13 ASSISTANT TREASURER................................................................................ 12 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS..................................................... 12 5.15 AUTHORITY AND DUTIES OF OFFICERS................................................................... 12 ARTICLE VI - RECORDS AND REPORTS..................................................................................... 12 6.1 MAINTENANCE AND INSPECTION OF RECORDS.............................................................. 12 6.2 INSPECTION BY DIRECTORS............................................................................ 13 ARTICLE VII - GENERAL MATTERS........................................................................................ 13 7.1 CHECKS............................................................................................. 13 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS................................................... 13 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES............................................................. 13 7.4 SPECIAL DESIGNATION ON CERTIFICATES................................................................ 14 7.5 LOST CERTIFICATES.................................................................................. 14 7.6 CONSTRUCTION; DEFINITIONS.......................................................................... 14 7.7 DIVIDENDS.......................................................................................... 14 7.8 FISCAL YEAR........................................................................................ 15 7.9 SEAL............................................................................................... 15 7.10 TRANSFER OF STOCK.................................................................................. 15 7.11 STOCK TRANSFER AGREEMENTS.......................................................................... 15 7.12 REGISTERED STOCKHOLDERS............................................................................ 15 7.13 WAIVER OF NOTICE................................................................................... 15 ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION..................................................................... 16 8.1 NOTICE BY ELECTRONIC TRANSMISSION.................................................................. 16 8.2 DEFINITION OF ELECTRONIC TRANSMISSION.............................................................. 16 8.3 INAPPLICABILITY.................................................................................... 17 ARTICLE IX - AMENDMENTS.............................................................................................. 17 ARTICLE X - INDMENNIFICATION OF DIRECTORS AND OFFICERS............................................................... 17

-ii- AMENDED AND RESTATED BYLAWS OF HADCO SANTA CLARA, INC. ARTICLE I -- CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Hadco Santa Clara, Inc. shall be fixed in the corporation's certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES. The corporation's Board of Directors (the "Board") may at any time establish other offices at any place or places where the corporation is qualified to do business. ARTICLE II -- MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the "DGCL"). In the absence of any such designation or determination, stockholders' meetings shall be held at the corporation's principal executive office. 2.2 ANNUAL MEETING. The annual meeting of stockholders shall be held each year. The Board shall designate the date and time of the annual meeting. In the absence of such designation the annual meeting of stockholders shall be held on the second Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day. At the annual meeting, directors shall be elected and any other proper business may be transacted. 2.3 SPECIAL MEETING. A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. If any person(s) other than the Board calls a special meeting, the request shall: (i) be in writing; (ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and (iii) be delivered personally or sent by registered mail or by facsimile transmission to the chairperson of the Board, the chief executive officer, the president (in the absence of a chief executive officer) or the secretary of the corporation. The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held. 2.4 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 2.5 or Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of stockholders shall be given: (i) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the corporation's records; or (ii) if electronically transmitted as provided in Section 8.1 of these bylaws. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or any other agent of the corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 2.6 QUORUM. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. -2- 2.7 ADJOURNED MEETING; NOTICE. When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.8 CONDUCT OF BUSINESS. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. 2.9 VOTING. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL. Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL. -3- 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other such action. If the Board does not so fix a record date: (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed. (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.12 PROXIES. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation's principal executive office. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the -4- meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. ARTICLE III -- DIRECTORS 3.1 POWERS. Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. 3.2 NUMBER OF DIRECTORS. The authorized number of Directors shall initially be se at two (2). Thereafter the authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS. Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director, including a director elected to fill a vacancy, shall hold office until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; if authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must be either set forth or be submitted with information from which it can be determined that the electronic transmission authorized by the stockholder or proxy holder. 3.4 RESIGNATION AND VACANCIES. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. -5- Unless otherwise provided in the certificate of incorporation or these bylaws: (i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. (ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable. 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. The Board may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 3.6 REGULAR MEETINGS. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. 3.7 SPECIAL MEETINGS; NOTICE. Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or any two directors. Notice of the time and place of special meetings shall be: (i) delivered personally by hand, by courier or by telephone; -6- (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile; or (iv) sent by electronic mail, directed to each director at that director's address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation's records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation's principal executive office) nor the purpose of the meeting. 3.8 QUORUM. At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 3.10 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors. 3.11 APPROVAL OF LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board, such loan, guaranty or assistance may -7- reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the corporation. 3.12 REMOVAL OF DIRECTORS. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. ARTICLE IV -- COMMITTEES 4.1 COMMITTEES OF DIRECTORS. The Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation, 4.2 COMMITTEE MINUTES. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. 4.3 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 (place of meetings and meetings by telephone); (ii) Section 3.6 (regular meetings); (iii) Section 3.7 (special meetings and notice); (iv) Section 3.8 (quorum); -8- (v) Section 7.13 (waiver of notice); and (vi) Section 3.9 (action without a meeting) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However: (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; (ii) special meetings of committees may also be called by resolution of the Board; and (iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE V -- OFFICERS 5.1 OFFICERS. The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. 5.2 APPOINTMENT OF OFFICERS. The Board shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 and 5.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. 5.3 SUBORDINATE OFFICERS. The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine. 5.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. -9- Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 VACANCIES IN OFFICES. Any vacancy occurring in any office of the corporation shall be filled by the Board or as provided in Section 5.2. 5.6 CHAIRPERSON OF THE BOARD. The chairperson of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or as may be prescribed by these bylaws. If there is no chief executive officer or president, then the chairperson of the Board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. 5.7 CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as the Board may give to the chairperson of the Board, the chief executive officer, if any, shall, subject to the control of the Board, have general supervision, direction, and control of the business and affairs of the corporation and shall report directly to the Board. All other officers, officials, employees and agents shall report directly or indirectly to the chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board are carried into effect. The chief executive officer shall serve as chairperson of and preside at all meetings of the stockholders. In the absence of a chairperson of the Board, the chief executive officer shall preside at all meetings of the Board. 5.8 PRESIDENT. In the absence or disability of the chief executive officer, the president shall perform all the duties of the chief executive officer. When acting as the chief executive officer, the president shall have all the powers of, and be subject to all the restrictions upon, the chief executive officer. The president shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board, these bylaws, the chief executive officer or the chairperson of the Board. 5.9 VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of the president. When acting as the president, the appropriate vice president shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these bylaws, the chairperson of the Board, the chief executive officer or, in the absence of a chief executive officer, the president. -10- 5.10 SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show (i) the time and place of each meeting; (ii) whether regular or special (and, if special, how authorized and the notice given); (iii) the names of those present at directors' meetings or committee meetings; (iv) the number of shares present or represented at stockholders' meetings; (v) and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register showing; (i) the names of all stockholders and their addresses; (ii) the number and classes of shares held by each; (iii) the number and date of certificates evidencing such shares; and (iv) the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these bylaws. 5.11 CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence of a chief executive officer, the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these bylaws. The chief financial officer shall be the treasurer of the corporation. -11- 5.12 ASSISTANT SECRETARY. The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of the secretary's inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.13 ASSISTANT TREASURER. The assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or in the event of the chief financial officer's inability or refusal to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. 5.15 AUTHORITY AND DUTIES OF OFFICERS. In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board or the stockholders. ARTICLE VI -- RECORDS AND REPORTS 6.1 MAINTENANCE AND INSPECTION OF RECORDS. The corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal executive office. -12- 6.2 INSPECTION BY DIRECTORS. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. ARTICLE VII -- GENERAL MATTERS 7.1 CHECKS. From time to time, the Board shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES. The shares of the corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated -13- partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 7.4 SPECIAL DESIGNATION ON CERTIFICATES. If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 7.5 LOST CERTIFICATES. Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 7.6 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 7.7 DIVIDENDS. The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. The Board may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies. -14- 7.8 FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board and may be changed by the Board. 7.9 SEAL. The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. 7.10 TRANSFER OF STOCK. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books. 7.11 STOCK TRANSFER AGREEMENTS. The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL. 7.12 REGISTERED STOCKHOLDERS. The corporation: (i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; (ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and (iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. 7.13 WAIVER OF NOTICE. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be -15- specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws. ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION 8.1 NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if: (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Any notice given pursuant to the preceding paragraph shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 8.2 DEFINITION OF ELECTRONIC TRANSMISSION. An "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. -16- 8.3 INAPPLICABILITY. Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL. ARTICLE IX -- AMENDMENTS These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. -17- ARTICLE X -- INDEMNIFICATION 10.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation shall indemnify and hold harmless, to the fullest extent permitted by General Corporation Law of Delaware as it presently exists or may hereafter be amended, any director or officer of the corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding. The corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the corporation. 10.2 INDEMNIFICATION OF OTHERS The corporation shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding. 10.3 PREPAYMENT OF EXPENSES The corporation shall pay the expenses incurred by any officer or director of the corporation, and may pay the expenses incurred by any employee or agent of the corporation, in defending any proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 9 or otherwise. 10.4 DETERMINATION; CLAIM If a claim for indemnification or payment of expenses under this Article 9 is not paid in full within sixty days after a written claim therefor has been received by the corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. -18- 10.5 NON-EXCLUSIVITY OF RIGHTS The rights conferred on any person by this Article 9 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise. 10.6 INSURANCE The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware. 10.7 OTHER INDEMNIFICATION The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise. 10.8 AMENDMENT OR REPEAL Any repeal or modification of the foregoing provisions of this Article 9 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification." -19- HADCO SANTA CLARA, INC. CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary of Hadco Santa Clara, Inc., a Delaware corporation and that the foregoing amended and restated bylaws, comprising 18 pages, were adopted as the corporation's bylaws on November 25, 2002 by the corporation's stockholders. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 25th day of November, 2002. /s/ Michael M. Sullivan ----------------------------- Michael Sullivan, Secretary EX-3.2.13 77 f88326exv3w2w13.txt EXHIBIT 3.2.13 . . . EXHIBIT 3.2.13 SANMINA ENCLOSURE SYSTEMS USA INC. (A NORTH CAROLINA CORPORATION) INDEX OF BYLAWS

PAGE ---- ARTICLE I. OFFICES................................................................................................... 1 Section 1.1. Principal Office........................................................................... 1 Section 1.2. Registered Office.......................................................................... 1 Section 1.3. Other Offices.............................................................................. 1 ARTICLE II. MEETINGS OF SHAREHOLDERS................................................................................. 1 Section 2.1. Place of Meetings.......................................................................... 1 Section 2.2. Annual Meetings............................................................................ 1 Section 2.3. Substitute Annual Meeting.................................................................. 1 Section 2.4. Special Meeting............................................................................ 1 Section 2.5. Notice of Meetings......................................................................... 1 Section 2.6. Waiver of Notice........................................................................... 2 Section 2.7. Shareholders' List......................................................................... 2 Section 2.8. Voting Group............................................................................... 3 Section 2.9. Quorum..................................................................................... 3 Section 2.10. Proxies.................................................................................... 3 Section 2.11. Voting of Shares........................................................................... 3 Section 2.12. Informal Action by Shareholders............................................................ 4 ARTICLE III. BOARD OF DIRECTORS...................................................................................... 4 Section 3.1. General Powers............................................................................. 4 Section 3.2. Number and Qualifications.................................................................. 4 Section 3.3. Election of Directors...................................................................... 4 Section 3.4. Term of Directors.......................................................................... 4 Section 3.5. Removal.................................................................................... 4 Section 3.6. Vacancies.................................................................................. 4 Section 3.7. Chairman of Board.......................................................................... 5 Section 3.8. Compensation............................................................................... 5 ARTICLE IV. MEETINGS OF DIRECTORS.................................................................................... 5 Section 4.1. Regular Meetings........................................................................... 5 Section 4.2. Special Meetings........................................................................... 5 Section 4.3. Notice of Meetings......................................................................... 5 Section 4.4. Waiver of Notice........................................................................... 5 Section 4.5. Quorum..................................................................................... 5 Section 4.6. Manner of Acting........................................................................... 6 Section 4.7. Presumption of Assent...................................................................... 6

INDEX OF BYLAWS (Continued)

PAGE ---- Section 4.8. Action Without Meeting..................................................................... 6 Section 4.9. Committees of the Board.................................................................... 6 ARTICLE V. OFFICERS.................................................................................................. 6 Section 5.1. Officers of the Corporation................................................................ 6 Section 5.2. Appointment and Term....................................................................... 7 Section 5.3. Compensation of Officers................................................................... 7 Section 5.4. Removal.................................................................................... 7 Section 5.5. Resignation................................................................................ 7 Section 5.6. Bonds...................................................................................... 7 Section 5.7. President.................................................................................. 7 Section 5.8. Vice Presidents............................................................................ 7 Section 5.9. Secretary.................................................................................. 8 Section 5.10. Assistant Secretaries...................................................................... 8 Section 5.11. Treasurer.................................................................................. 8 Section 5.12. Assistant Treasurers....................................................................... 8 ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS.................................................................... 9 Section 6.1. Contracts.................................................................................. 9 Section 6.2. Loans...................................................................................... 9 Section 6.3. Checks and Drafts.......................................................................... 9 Section 6.4. Deposits................................................................................... 9 ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER.............................................................. 9 Section 7.1. Certificates for Shares.................................................................... 9 Section 7.2. Share Transfer Records..................................................................... 9 Section 7.3. Lost Certificate........................................................................... 10 Section 7.4. Fixing Record Date......................................................................... 10 Section 7.5. Holder of Record........................................................................... 10 Section 7.6. Shares Held by Nominees.................................................................... 10 ARTICLE VIII. INDEMNIFICATION........................................................................................ 11 Section 8.1. Right to Indemnification................................................................... 11 Section 8.2. Payment of Indemnification................................................................. 11 Section 8.3. Binding and Nonexclusive................................................................... 12 ARTICLE IX. GENERAL PROVISIONS....................................................................................... 12 Section 9.1. Distributions.............................................................................. 12 Section 9.2. Seal....................................................................................... 12 Section 9.3. Fiscal Year................................................................................ 12 Section 9.4. Amendments................................................................................. 12 Section 9.5. Definitions................................................................................ 12

-ii- BYLAWS OF SANMINA ENCLOSURE SYSTEMS USA INC. ARTICLE I. OFFICES SECTION 1.1. PRINCIPAL OFFICE. The principal office of the corporation shall be located at such place as the Board of Directors may fix from time to time. SECTION 1.2. REGISTERED OFFICE. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. SECTION 1.3. OTHER OFFICES. The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the corporation may require from time to time. ARTICLE II. MEETINGS OF SHAREHOLDERS SECTION 2.1. PLACE OF MEETINGS. All meetings of shareholders shall be held at the principal office of. the corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote at the meeting. SECTION 2.2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held in March of each year on any day (except Saturday, Sunday or a legal holiday) in that month as determined by the Board of Directors for the purpose of electing directors of the corporation and for the transaction of such other business as may be properly brought before the meeting. SECTION 2.3. SUBSTITUTE ANNUAL MEETING. If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 2.4. A meeting so called shall be designated and treated for all purposes as the annual meeting. SECTION 2.4. SPECIAL MEETING. Special meetings of the shareholders may be called at any time by the President, Secretary or Board of Directors, or by any shareholder pursuant to the written request of the holders of not less than one-tenth of all the votes entitled to be cast on any issue proposed to be considered at the meeting. SECTION 2.5. NOTICE OF MEETINGS. Written notice stating the date, time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of any shareholders' meeting, either by personal delivery, or by telegraph, teletype, or other form of wire or -1- wireless communication, or by facsimile transmission or by mail or private carrier, by or at the direction of the Board of Directors, the President, the Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided that such notice must be given to all shareholders with respect to any meeting at which a merger or share exchange is to be considered and in such other instances as required by law. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the record of shareholders of the corporation, with postage thereon prepaid. In the case of a special meeting, the notice of meeting shall include a description of the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not include a description of the purpose or purposes for which the meeting is called unless such a statement is required by the provisions of the North Carolina Business Corporation Act. When a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment and if a new * record date is not fixed for the adjourned meeting; but if a new record date is not fixed for the adjourned meeting; but if a new record date is fixed for the adjourned meeting (wl-dch must be done if the new date is more than 120 days after the date of the original meeting), notice of the adjourned meeting must be given as provided in this Section to persons who are shareholders as of the new record date. SECTION 2.6. WAIVER OF NOTICE. Any shareholder may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the shareholder and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting in person or by proxy (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder or his proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder or his proxy objects to considering the matter before it is voted upon. SECTION 2.7. SHAREHOLDERS' LIST. Before each meeting of shareholders, the Secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to notice of such meeting. The list shall be arranged by voting group (and witl-dn each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. The list shall be kept on file at the principal office of the corporation, or at a place identified in the meeting notice in the city where the meeting will be held, for the period beginning two business days after notice of the meeting is given and continuing through the meeting, and shall be available for inspection by any shareholder, personally or by or with his representative, at any time during regular business hours. The list shall also be available at the meeting and shall be subject to inspection by any shareholder, personally or by or with his representative, at any time during the meeting or any adjournment thereof. -2- SECTION 2.8. VOTING GROUP. All shares of one or more classes or series that under the articles of incorporation or the North Carolina Business Corporation Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders constitute a voting group. All shares entitled by the articles of incorporation or the North Carolina Business Corporation Act to vote generally on a matter are for that purpose a single voting group. Classes or series of shares shall not be entitled to vote separately by voting group unless expressly authorized by the articles of incorporation or specifically required by law. SECTION 2.9. QUORUM. Shares entitled to vote as a separate voting group may take action on a matter at the meeting only if a quorum of that voting group exists. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the votes cast on the motion to adjourn; and, subject to the provisions of Section 2.5 at any adjourned meeting any business may be transacted that might have been transacted at the original meeting if a quorum exists with respect to the matter proposed. SECTION 2.10. PROXIES. Shares may be voted either in person or by one or more proxies authorized by a written appointment of proxy signed by the shareholder or by the shareholder's duly authorized attorney in fact. An appointment of a proxy is valid for eleven months from the date of its execution, unless a different period is expressly provided in the appointment form. SECTION 2.11. VOTING OF SHARES. Subject to the provisions of the articles of incorporation, each outstanding share shall be entitled to one vote on each matter voted on at a meeting of shareholders. Except in the election of directors as governed by the provisions of Section 3.3, if a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater vote is required by law or the articles of incorporation or these bylaws. Absent special circumstances, shares of the corporation are not entitled to vote if they are owned, directly or indirectly, by another corporation in which the corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation; provided that this provision does not limit the power of the corporation to vote its own shares held by it in a fiduciary capacity. Either the Board or the Chairman of the meeting may appoint one or more voting inspectors, each of whom shall take an oath to execute his duties impartially and to the best of his ability. The voting inspectors shall, by majority vote, resolve all questions regarding voting of shares, including -3- the number of shares outstanding the voting power of each, the shares represented at the meeting, the qualification of voters, the validity of proxies, the existence of a quorum as to any voting group, and the acceptance, rejection and tabulation of votes. SECTION 2.12. INFORMAL ACTION BY SHAREHOLDERS. Any action that is required or permitted to be taken. at a meeting of the shareholders may be taken without a meeting if one or more written consents, describing the action so taken, shall be signed by all of the shareholders who would be entitled to vote upon such action at a meeting, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. ARTICLE III. BOARD OF DIRECTORS SECTION 3.1. GENERAL POWERS. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its Board of Directors. SECTION 3.2. NUMBER AND QUALIFICATIONS. The number of directors constituting the Board of Directors shall be fixed or changed from time to time, by the shareholders or the Board of Directors. Directors need not be residents of the State of North Carolina or shareholders of the corporation. SECTION 3.3. ELECTION OF DIRECTORS. Except as provided in Section 3.6, the directors shall be elected at the annual meeting of shareholders. Those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected. SECTION 3.4. TERM OF DIRECTORS. Each initial director shall hold office until the first shareholders' meeting at which directors are elected, or until such director's death, resignation or removal. The term of every other director shall expire at the next annual shareholders' meeting following the director's election or upon such director's death resignation or removal. The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. A decrease in the number of directors does not shorten an incumbent director's term. Despite the expiration of a director's term, such director shall continue to serve until a successor shall be elected and qualifies or until there is a decrease in the number of directors. SECTION 3.5. REMOVAL. Any director may be removed at any time with or without cause by a vote of the shareholders if the number of votes cast to remove such director exceeds the number of votes cast not to remove him. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. A director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director. If any directors are so removed, new directors may be elected at the same meeting. SECTION 3.6. VACANCIES. Any vacancy occurring in the Board of Directors, including without limitation a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors, may be filled by the shareholders or by -4- the Board of Directors, whichever group shall act first. If the directors remaining in office do not constitute a quorum, the directors may fill the vacancy by the affirmative vote of a majority of the remaining directors. If the vacant office was held by a director elected by a voting group, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy. SECTION 3.7. CHAIRMAN OF BOARD. There may be a Chairman of the Board of Director's elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. SECTION 3.8. COMPENSATION. The Board of Directors may compensate directors for their services as such and may provide for the payment or reimbursement of any or all expenses incurred by them in connection with such services. ARTICLE IV. MEETINGS OF DIRECTORS SECTION 4.1. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings. SECTION 4.2. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, if any, by the President or by any two directors. Such a meeting may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting. SECTION 4.3. NOTICE OF MEETINGS. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Any duly convened regular or special meeting may be adjourned by the directors to a later time without further notice. SECTION 4.4. WAIVER OF NOTICE. Any director may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the director entitled to the notice and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A director's attendance at or participation in a meeting waives any required notice of such meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. SECTION 4.5. QUORUM. Unless the articles of incorporation or these bylaws provide otherwise, a majority of the number of directors fixed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, or if no number is so fixed, a majority of directors in office immediately before the meeting begins shall constitute a quorum. -5- SECTION 4.6. MANNER OF ACTING. Except as otherwise provided in the articles of incorporation or these bylaws, including Section 4.9, the affirmative act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. SECTION 4.7. PRESUMPTION OF ASSENT. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or to transacting business at the meeting, or (b) his dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after the adjournment of the meeting. Such right of dissent or abstention is not available to a director who votes in favor of the action taken. SECTION 4.8. ACTION WITHOUT MEETING. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. SECTION 4.9. COMMITTEES OF THE BOARD. The Board of Directors may create an Executive Committee and other committees of the Board and appoint members of the Board of Directors to serve on them. The creation of a committee of the Board and appointment of members to it must be approved by the greater of (a) a majority of the number of directors in office when the action is taken or (b) the number of directors required to take action pursuant to Section 4.6. Each committee of the Board must have two or more members and, to the extent authorized by law and specified by the Board of Directors, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation, except that a committee may not (i) authorize distributions; (ii) approve, or propose to shareholders, action that is required by law to be approved by shareholders; (iii) fill vacancies on the Board of Directors or on any of its committees; (iv) amend the articles of incorporation; (v) adopt, amend or repeal by laws; (vi) approve a plan of merger; (vii) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or (viii) authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except within limits specifically prescribed by the Board of Directors. Each committee member serves at the pleasure of the Board of Directors. The provisions in these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees of the Board established under this section. ARTICLE V. OFFICERS SECTION 5.1. OFFICERS OF THE CORPORATION. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as may from time to time be appointed by or under the authority of the -6- Board of Directors. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required. SECTION 5.2. APPOINTMENT AND TERM. The officers of the corporation shall be appointed by the Board of Directors or by a duly appointed officer authorized by the Board of Directors to appoint one or more officers or assistant officers. Each officer shall hold office until his death, resignation, retirement, removal, disqualification or his successor shall have been elected and qualified. SECTION 5.3. COMPENSATION OF OFFICERS. The compensation of all officers of the corporation shall be fixed by or under the authority of the Board of Directors and no officer shall serve the corporation in any other capacity unless such additional compensation be duly authorized. The appointment of an officer does not itself create contract rights. SECTION 5.4. REMOVAL. Any officer may be removed by the Board at any time with or without cause; but such removal shall not itself affect the officer's contract rights, if any, with the corporation. SECTION 5.5. RESIGNATION. An officer may resign at any time by communicating his resignation to the corporation, orally or in writing. A resignation is effective when communicated unless it specifies in writing a later effective date. If a resignation is made effective at a later date that is accepted by the corporation, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. SECTION 5.6. BONDS. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors. SECTION 5.7. PRESIDENT. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders. He shall sign, with the Secretary, and Assistant Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be -otherwise signed or executed; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. SECTION 5.8. VICE PRESIDENTS. In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice Presidents, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any -7- Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors. SECTION 5.9. SECRETARY. The Secretary shall: (a) keep the minutes of the meeting of the shareholders, of the Board of Directors and of all Executive Committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; (g) keep or cause to be kept in the State of North Carolina at the corporation's registered office or principal place of business a record of the corporation's shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared voting lists prior to each meeting of shareholders as required by law; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. SECTION 5.10. ASSISTANT SECRETARIES. In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, by the President, or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice-President, certificates for shares of the corporation. SECTION 5.11. TREASURER. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and, securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such depositories as shall be selected in accordance with the provisions of Section 6.4 of these bylaws; (b) maintain appropriate accounting records as required by law; (c) prepare, or cause to be prepared, annual financial statements of the corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year, which statements, or a written notice of their availability, shall be mailed to each shareholder within 120 days after the end of such fiscal year; and (d) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. SECTION 5.12. ASSISTANT TREASURERS. In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and -8- when so acting shall have all the powers of and be subject to all restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors. ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 6.1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. SECTION 6.2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution, of the Board of Directors. Such authority may be general or confined to specific instances. SECTION 6.3. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. SECTION 6.4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as may be selected by or under the authority of the Board of Directors. ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER SECTION 7.1. CERTIFICATES FOR SHARES. The Board of Directors may authorize the issuance of some or all of the shares of the corporation's classes or series without issuing certificates to represent such shares. If shares are represented by certificates, the certificate's shall be in such form as required by law and as determined by the Board of Directors. Certificates shall be signed, either manually or in facsimile, by the President or a Vice-President and by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All certificates for shares shall be consecutively numbered or otherwise identified and entered into the stock transfer books of the corporation. When shares are represented by certificates, the corporation shall issue and deliver to each shareholder to whom such shares have been issued or transferred certificates representing the shares owned by him When shares are not represented by certificates, then within a reasonable time after the issuance or transfer of such shares, the corporation shall send the shareholder to whom such shares have been issued or transferred a written statement of the information required by law to be on certificates. SECTION 7.2. SHARE TRANSFER RECORDS. The corporation shall maintain, or cause one or more stock transfer agents to maintain, share transfer records, containing the name and address of each shareholder of record and the number and class or series of shares held by such shareholder. Transfers of shares of the corporation shall be made only on the share transfer records of the corporation by the holder of record thereof or by a duly authorized agent, transferee or legal -9- representative and only upon surrender for cancellation of the certificate for such shares (if the shares are represented by certificates). SECTION 7.3. LOST CERTIFICATE. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the certificate of stock to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors shall require that the owner of such lost or destroyed certificate, or his legal representative, give the corporation a bond in such sum and with such surety or security as the Board may direct as indemnity against any claim that may be made against the corporation with respect to the certificate claimed to have been lost or destroyed, except where the Board of Directors by resolution finds that in the judgment of the directors the circumstances justify omission of a bond. SECTION 7.4. FIXING RECORD DATE. The Board of Directors may fix a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. Such record date may not be more than 70 days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is fixed by the Board of Directors for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, the close of business on the day before the first notice of the meeting is delivered to shareholders shall be the record date for such determination of shareholders. The Board of Directors may fix a date as the record date for determining shareholders entitled to a distribution or share dividend. If no record date is fixed by the Board of Directors for such determination, it is the date the Board of Directors authorizes the distribution or share dividend. SECTION 7.5. HOLDER OF RECORD. Except as otherwise required by law, the corporation may treat the person in whose name the shares stand of record on its books as the absolute owner of the shares and the person exclusively entitled to receive notification and distributions, to vote and to otherwise exercise the rights, powers and privileges of ownership of such shares. SECTION 7.6. SHARES HELD BY NOMINEES. The corporation shall recognize the beneficial owner of shares registered in the name of a nominee as the owner and shareholder of such shares for certain purposes ff the nominee in whose name such shares are registered files with the Secretary a written certificate in a form prescribed by the corporation, signed by the nominee, indicating the following: (i) the name, address and taxpayer identification number of the nominee, (ii) the name, address and taxpayer identification number of the beneficial owner, (iii) the number and class or series of shares registered in the name of the nominee as to which the beneficial owner shall be recognized as the shareholder, and (iv) the purposes for which the beneficial owner shall be recognized as the shareholder. -10- The purposes for which the corporation shall recognize the beneficial owner as the shareholder may include the following: (i) receiving notice of, voting at and otherwise participating in shareholders' meetings; (ii) executing consents with respect to the shares; (iii) exercising dissenters' rights under Article 13 of the Business Corporation Act; (iv) receiving distributions and share dividends with respect to the shares; (v) exercising inspection rights; (vi) receiving reports, financial statements, proxy statements and other communications from the corporation; (vii) making any demand upon the corporation required or permitted by law; and (viii) exercising any other rights or receiving any other benefits of a shareholder with respect to the shares. The certificate shall be effective ten business days after its receipt by the corporation and until it is changed by the nominee, unless the certificate specifies a later effective time or an earlier termination date. If the certificate affects less than all of the shares registered in the name of the nominee, the corporation may require the shares affected by the certificate to be registered separately on the books of the corporation and to be represented by a share certificate that bears a conspicuous legend stating that there is a nominee certificate in effect with respect to the shares represented by that share certificate. ARTICLE VIII. INDEMNIFICATION SECTION 8.1. RIGHT TO INDEMNIFICATION. Any person who at any time serves or has served, as a director of the corporation, or who, while serving as a director of the corporation, serves or has served, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys' fees, incurred by him in connection with any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding (and any appeal therein), whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty or settlement for which he may have become liable in any such action, suit or proceeding. SECTION 8.2. PAYMENT OF INDEMNIFICATION. The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including, without limitation, making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. The Board of Directors may appoint- a committee or special counsel to make such determination and evaluation. To the extent needed, the Board shall give notice to, and obtain approval by, the shareholders of the corporation for any decision to indemnify. -11- SECTION 8.3. BINDING AND NONEXCLUSIVE. Any person who at any time after the adoption of this bylaw serves or has served in the aforesaid capacity for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw. ARTICLE IX. GENERAL PROVISIONS SECTION 9.1. DISTRIBUTIONS. The Board of Directors may from time to time authorize, and the corporation may grant, distributions and share dividends to its shareholders pursuant to law and subject to the provisions of its articles of incorporation. SECTION 9.2. SEAL. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL, and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation. SECTION 9.3. FISCAL YEAR. The fiscal year of the corporation shall be fixed by the Board of Directors. SECTION 9.4. AMENDMENTS. Except as otherwise provided in the articles of incorporation or by law, these bylaws may be amended or repealed and new bylaws may be adopted by the Board of Directors. No bylaw adopted, amended or repealed by the shareholders shall be readopted, amended or repealed by the Board of Directors, unless the articles of incorporation or a bylaw adopted by the shareholders authorizes the Board of Directors to adopt, amend or repeal that particular bylaw or the bylaws generally. SECTION 9.5. DEFINITIONS. Unless the context otherwise requires, terms used in these bylaws shall have the meanings assigned to them in the North Carolina Business Corporation Act to the extent defined therein. -12- I, Michael M. Sullivan, the duly elected, qualified and acting Secretary of __________ Sanmina Enclosure Systems USA Inc., do hereby certify that the foregoing are the original and duly adopted Bylaws of Sanmina Enclosure Systems USA Inc. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation this 19th day of December, 2002. (CORPORATE SEAL) /s/ Michael M. Sullivan ------------------------------- Michael M. Sullivan, Secretary -1- EX-3.2.14 78 f88326exv3w2w14.txt EXHIBIT 3.2.14 EXHIBIT 3.2.14 EXHIBIT A AMENDED AND RESTATED BY-LAWS SCI TECHNOLOGY, INC. ARTICLE I OFFICES Section 1. The principal office shall be in the city of Huntsville, County of Madison, State of Alabama. Section 2. The corporation may also have offices at such other places both within and without the State of Alabama as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF SHAREHOLDERS Section 1. Meetings of shareholders may be held at such time and place, within or without the State of Alabama, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of shareholders, commencing with the year 1989, shall be held on the fourth Friday in October, or, if a legal holiday, then on the next such day following that day, at 10:00 a.m. at which they shall elect, by a plurality vote a board of directors, and transact such other business as shall properly be brought before the meeting. Section 3. Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat not less than ten nor more than fifty days before the date of the meeting. Section 4. The officer who has charge of the shares ledger of the corporation shall prepare and make at least ten days before each meeting of shareholders a complete list of the shareholders entitled to vote at the meeting arranged in alphabetical order, showing the address of and the number of shares registered in the name of each shareholder. Such list shall, for a period of ten days prior to such meeting, be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder making written request therefor at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Section 5. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of holders of not less than one-tenth of the entire capital shares of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting of shareholders, stating the time, place and object thereof, shall be given to each shareholder entitled to vote thereat, not less than ten nor more than fifty days before the date fixed for the meeting. Section 7. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. Section 8. The holders of the majority of the shares issued and outstanding an * d entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power, present in person or represented by proxy, shall decide. Any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy of each share of the capital shares having power held by such, shareholder, but no proxy shall be voted on after eleven months from its date, unless the proxy provides for a longer period. Section 11. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the articles of incorporation, such action may be taken without a meeting, if all the shareholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. -2- ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall not be less than one nor more than eleven. Within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the shareholders at the annual meeting. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be shareholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Alabama. Section 5. The first meeting of each newly elected board of directors shall be hold at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the shareholders to fix the time and place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on five days' notice to each director, either personally or by mail or by telegram. Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Section 8. At all meetings of the-board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any -3- meeting at which there is a quorum, shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the articles of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee. COMMITTEES OF DIRECTORS Section 10. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, such committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or-names as may be determined from time to time by resolution adopted by the board of directors. Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 12. The directors may be paid-their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. CHAIRMAN OF THE BOARD Section 13. The board of directors at its first meeting shall choose a Chairman from among the directors. Section 14. The Chairman shall have such powers as the board of directors may from time to time prescribe. -4- ARTICLE IV INDEMNIFICATION Section 1. Under the circumstances prescribed in sections 3 and 5, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer partner trustee, employee or agent of another foreign or Domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys, fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination Of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (a) the person did not act in good faith, (b) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, (c) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. Section 2. Under the circumstances prescribed in Sections 3 and 5, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections I and 2, or in defense of any issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or -5- her in connection therewith notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding. Section 4. The corporation shall indemnify and hold harmless any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claims, action, suit or proceeding, whether formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position, or undertaken such service when such person is not a party-to such action suit or proceeding. Section 5. Except as provided in Section 3 and except as may be ordered by a court, any indemnification under Sections 1 and 2 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2. Such a determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (b) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested directors so directs, by the firm of independent legal counsel then employed by the corporation, in a written opinion, or (c) by the affirmative vote of a majority of the shares entitled to vote thereon. Section 6. Expenses (including attorneys' fees) incurred in defending a civil or criminal claim, action, suit or proceeding, as authorized in the manner provided in Section 5 above, shall be paid by the corporation in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent-to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized in this Article IV. Section 7. The indemnification and advancement of expenses provided by or granted pursuant to this Article IV shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule of law, provisions of articles of incorporation, by-law, resolution, agreement or otherwise either specifically or in general terms, both as to action by a director, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person arid incurred by him or her in any such capacity, or -6- arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article IV. Section 9. For the purposes of this Article IV, the corporation shall be deemed to have requested a director, officer, employee or agent of the corporation to serve an employee benefit plan whenever the performance by such person of his or her duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of the plan; excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines"; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation. Any indemnification under this Article IV with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan. The corporation shall include any domestic or foreign predecessor entity of the corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. Section 10. If for any reason, any provision of this Article IV is held invalid, in whole or in part, such invalidity shall not effect any other provision or part of this Article IV not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The board of directors may also choose vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person. Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, a secretary and a treasurer, none of whom need to be a member of the board. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board-of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at -7- any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and, when prescribed by the board, at meetings of the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. The vice-presidents, if any, in order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by the secretary's signature or by the signature of an assistant secretary. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. -8- Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration of the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in' the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES OF SHARES Section 1. The shares of the corporation shall be represented by certificates signed by the chairman of the board, president, an executive vice-president, vice-president or the treasurer and by the secretary, an assistance vice president, an assistant secretary or an assistant treasurer, and may be sealed with the seal of the corporation or a facsimile thereof. Section 2. The signature of any one of the officers upon a certificate may be a facsimile if the certificate is signed by another of such officers, and the signatures of both officers may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct an indemnity against any claim that may be brought against the corporation with respect to the certificate alleged to have been lost or destroyed. -9- TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty "of the corporation to issue a now certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. CLOSING THE TRANSFER BOOKS Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of a corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 50 days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 days and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made an provided in this Section 5, such determination shall apply to any adjournment thereof except where the determination has be n m de through the closing of the stock transfer books and the stated period of closing has expired. REGISTERED SHAREHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessment a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Alabama. -10- ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to and as permitted by law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation. ANNUAL STATEMENT Section 2. The board of directors shall present at each annual meeting, and at any special meeting of the shareholders when called for by vote of the shareholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 3. All checks or demands for money-and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors, SEAL Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Alabama". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE VIII AMENDMENTS Section 1. The by-laws may be altered or repealed by action of either the shareholders or the board of directors; provided, however, that the board of directors may not alter or repeal any by-law establishing the number of shares required to be represented to constitute a quorum at a shareholders' meeting. -11- EX-3.2.15 79 f88326exv3w2w15.txt EXHIBIT 3.2.15 EXHIBIT 3.2.15 SECOND AMENDED AND RESTATED BYLAWS OF INTERWORKS COMPUTER PRODUCTS SECOND AMENDED AND RESTATED BYLAWS OF INTERWORKS COMPUTER PRODUCTS TABLE OF CONTENTS

PAGE ---- ARTICLE 1 CORPORATE OFFICES............................................... 1 1.1 PRINCIPAL OFFICE........................................ 1 1.2 OTHER OFFICES........................................... 1 ARTICLE 2 MEETINGS OF SHAREHOLDERS........................................ 1 2.1 PLACE OF MEETINGS....................................... 1 2.2 ANNUAL MEETING.......................................... 1 2.3 SPECIAL MEETING......................................... 1 2.4 NOTICE OF SHAREHOLDERS' MEETINGS........................ 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE............ 2 2.6 QUORUM.................................................. 3 2.7 ADJOURNED MEETING; NOTICE............................... 3 2.8 VOTING.................................................. 4 2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT....... 5 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING................................................. 5 2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS......................................... ...... 6 2.12 PROXIES................................................. 6 2.13 INSPECTORS OF ELECTION.................................. 7 ARTICLE 3 DIRECTORS....................................................... 8 3.1 POWERS.................................................. 8 3.2 NUMBER OF DIRECTORS..................................... 8 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS................ 8 3.4 RESIGNATION AND VACANCIES............................... 8 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE................ 9 3.6 REGULAR MEETINGS........................................ 9 3.7 SPECIAL MEETINGS; NOTICE................................ 10 3.8 QUORUM.................................................. 10 3.9 WAIVER OF NOTICE........................................ 10 3.10 ADJOURNMENT............................................. 11 3.11 NOTICE OF ADJOURNMENT................................... 11 3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING....... 11 3.13 FEES AND COMPENSATION OF DIRECTORS...................... 11 ARTICLE 4 COMMITTEES...................................................... 11 4.1 COMMITTEES OF DIRECTORS................................. 11

-i- TABLE OF CONTENTS (CONTINUED)

PAGE ---- 4.2 MEETINGS AND ACTION OF COMMITTEES....................... 12 ARTICLE 5 OFFICERS........................................................ 12 5.1 OFFICERS................................................ 12 5.2 ELECTION OF OFFICERS.................................... 13 5.3 SUBORDINATE OFFICERS.................................... 13 5.4 REMOVAL AND RESIGNATION OF OFFICERS..................... 13 5.5 VACANCIES IN OFFICES.................................... 13 5.6 CHAIRMAN OF THE BOARD................................... 13 5.7 PRESIDENT............................................... 14 5.8 VICE PRESIDENTS......................................... 14 5.9 SECRETARY............................................... 14 5.10 CHIEF FINANCIAL OFFICER................................. 15 ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS........................................ ............ 15 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS............... 15 6.2 INDEMNIFICATION OF OTHERS............................... 15 6.3 PAYMENT OF EXPENSES IN ADVANCE.......................... 16 6.4 INDEMNITY NOT EXCLUSIVE................................. 16 6.5 INSURANCE INDEMNIFICATION............................... 16 6.6 CONFLICTS............................................... 16 ARTICLE 7 RECORDS AND REPORTS............................................. 17 7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER............ 17 7.2 MAINTENANCE AND INSPECTION OF BYLAWS.................... 17 7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.............................................. .. 18 7.4 INSPECTION BY DIRECTORS................................. 18 7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER................... 18 7.6 FINANCIAL STATEMENTS.................................... 18 7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.......... 19 ARTICLE 8 GENERAL MATTERS................................................. 19 8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING... 19 8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS............... 20 8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED....... 20 8.4 CERTIFICATES FOR SHARES................................. 20 8.5 LOST CERTIFICATES....................................... 21 8.6 CONSTRUCTION; DEFINITIONS............................... 21 ARTICLE 9 AMENDMENTS...................................................... 21 9.1 AMENDMENT BY SHAREHOLDERS............................... 21 9.2 AMENDMENT BY DIRECTORS.................................. 21

-ii- SECOND AMENDED AND RESTATED BYLAWS OF INTERWORKS COMPUTER PRODUCTS ARTICLE 1 CORPORATE OFFICES 1.1 PRINCIPAL OFFICE The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside such state and the corporation has one or more business offices in such state, then the board of directors shall fix and designate a principal business office in the State of California. 1.2 OTHER OFFICES The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE 2 MEETINGS OF SHAREHOLDERS 2.1 PLACE OF MEETINGS Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation. 2.2 ANNUAL MEETING The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected, and any other proper business may be transacted. 2.3 SPECIAL MEETING A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting. If a special meeting is called by any person or persons other than the board of directors or the president or the chairman of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held. 2.4 NOTICE OF SHAREHOLDERS' MEETINGS All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders (but subject to the provisions of the next paragraph of this Section 2.4 any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board intends to present for election. If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California (the "Code"), (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature of that proposal. 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE Written notice of any meeting of shareholders shall be given either (i) personally or (ii) by first-class mail or (iii) by third-class mail but only if the corporation has outstanding shares held of record by five hundred (500) or more persons (determined as provided in Section 605 of the Code) on the record date for the shareholders' meeting, or (iv) by telegraphic or other written -2- communication. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that shareholder by mail or telegraphic or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, then all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice. An affidavit of the mailing or other means of giving any notice of any shareholders' meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice. 2.6 QUORUM The presence in person or by proxy of the holders of a majority of the shares entitled to vote thereat constitutes a quorum for the transaction of business at all meetings of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. 2.7 ADJOURNED MEETING; NOTICE Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.6 of these bylaws. When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than forty-five (45) days from the date set for the original meeting, then notice of the adjourned meeting shall be given. Notice of any such adjourned meeting -3- shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. 2.8 VOTING The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to the provisions of Sections 702 through 704 of the Code (relating to voting shares held by a fiduciary, in the name of a corporation or in joint ownership). The shareholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder at the meeting and before the voting has begun. Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the articles of incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders. Any shareholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote them against the proposal; but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares which the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented and voting at a duly held meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or a vote by classes is required by the Code or by the articles of incorporation. At a shareholders' meeting at which directors are to be elected, a shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which such shareholder normally is entitled to cast) if the candidates' names have been placed in nomination prior to commencement of the voting and the shareholder has given notice prior to commencement of the voting of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination either (i) by giving one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are normally entitled or (ii) by distributing the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected; votes against any candidate and votes withheld shall have no legal effect. -4- 2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. The waiver of notice or consent or approval need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Code to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the board of directors, provided that it was not created by removal of a director and that it has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary. If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders has not been received, then the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. Such -5- notice shall be given to those shareholders entitled to vote who have not consented in writing and shall be given in the manner specified in Section 2.5 of these bylaws. In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of a corporate "agent," pursuant to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval. 2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS For purposes of determining the shareholders entitled to notice of any meeting or to vote thereat or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in such event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Code. If the board of directors does not so fix a record date: (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; and (b) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action by the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later. The record date for any other purpose shall be as provided in Article 8 of these bylaws. 2.12 PROXIES Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) the person who -6- executed the proxy revokes it prior to the time of voting by delivering a writing to the corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting it to the meeting or by voting in person at the meeting, or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Code. 2.13 INSPECTORS OF ELECTION Before any meeting of shareholders, the board of directors may appoint an inspector or inspectors of election to act at the meeting or its adjournment. If no inspector of election is so appointed, then the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint an inspector or inspectors of election to act at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting pursuant to the request of one (1) or more shareholders or proxies, then the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy. Such inspectors shall: (a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls shall close; (f) determine the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders. -7- ARTICLE 3 DIRECTORS 3.1 POWERS Subject to the provisions of the Code and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors. 3.2 NUMBER OF DIRECTORS The number of directors of the corporation shall be not less than two (2) nor more than three (3). The exact number of directors shall be two (2) until changed, within the limits specified above, by a bylaw amending this Section 3.2, duly adopted by the board of directors or by the shareholders. The indefinite number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon. No amendment may change the stated maximum number of authorized directors to a number greater than two (2) times the stated minimum number of directors minus one (1). No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. 3.4 RESIGNATION AND VACANCIES Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective. -8- Vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified. A vacancy or vacancies in the board of directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election other than to fill a vacancy created by removal, if by written consent, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board may be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another; and all such directors shall be deemed to be present in person at the meeting. 3.6 REGULAR MEETINGS Regular meetings of the board of directors may be held without notice if the times of such meetings are fixed by the board of directors. -9- 3.7 SPECIAL MEETINGS; NOTICE Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation. 3.8 QUORUM A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.10 of these bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of the Code (as to appointment of committees), Section 317(e) of the Code (as to indemnification of directors), the articles of incorporation, and other applicable law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 WAIVER OF NOTICE Notice of a meeting need not be given to any director (i) who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or (ii) who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such directors. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors. -10- 3.10 ADJOURNMENT A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. 3.11 NOTICE OF ADJOURNMENT Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Section 3.7 of these bylaws, to the directors who were not present at the time of the adjournment. 3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING Any action required or permitted to be taken by the board of directors may be taken without a meeting, provided that all members of the board individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes of the proceedings of the board. 3.13 FEES AND COMPENSATION OF DIRECTORS Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.13 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services. ARTICLE 4 COMMITTEES 4.1 COMMITTEES OF DIRECTORS The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to: -11- (a) the approval of any action which, under the Code, also requires shareholders' approval or approval of the outstanding shares; (b) the filling of vacancies on the board of directors or in any committee; (c) the fixing of compensation of the directors for serving on the board or any committee; (d) the amendment or repeal of these bylaws or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable; (f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or (g) the appointment of any other committees of the board of directors or the members of such committees. 4.2 MEETINGS AND ACTION OF COMMITTEES Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 of these bylaws, Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE 5 OFFICERS 5.1 OFFICERS The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and -12- such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person. 5.2 ELECTION OF OFFICERS The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws, shall be chosen by the board, subject to the rights, if any, of an officer under any contract of employment. 5.3 SUBORDINATE OFFICERS The board of directors may appoint, or may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine. 5.4 REMOVAL AND RESIGNATION OF OFFICERS Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors at any regular or special meeting of the board or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 VACANCIES IN OFFICES A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office. 5.6 CHAIRMAN OF THE BOARD The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. -13- 5.7 PRESIDENT Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. 5.8 VICE PRESIDENTS In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these bylaws, the president or the chairman of the board. 5.9 SECRETARY The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required to be given by law or by these bylaws. He shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws. -14- 5.10 CHIEF FINANCIAL OFFICER The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws. ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of its directors and officers against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article 6, a "director" or "officer" of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.2 INDEMNIFICATION OF OTHERS The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article 6, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint -15- venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.3 PAYMENT OF EXPENSES IN ADVANCE Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6. 6.4 INDEMNITY NOT EXCLUSIVE The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation. 6.5 INSURANCE INDEMNIFICATION The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article 6. 6.6 CONFLICTS No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears: (a) That it would be inconsistent with a provision of the Articles of Incorporation, these bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. -16- ARTICLE 7 RECORDS AND REPORTS 7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER The corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as determined by resolution of the board of directors, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders of the corporation who holds at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who holds at least one percent (1%) of such voting shares and has filed a Schedule 14B with the Securities and Exchange Commission relating to the election of directors, may (i) inspect and copy the records of shareholders' names, addresses, and shareholdings during usual business hours on five (5) days' prior written demand on the corporation, (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. Such list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or five (5) days after the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand. 7.2 MAINTENANCE AND INSPECTION OF BYLAWS The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in California the original or a copy of these bylaws as amended to date, which bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in such state, then the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of these bylaws as amended to date. -17- 7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS The accounting books and records and the minutes of proceedings of the shareholders, of the board of directors, and of any committee or committees of the board of directors shall be kept at such place or places as are designated by the board of directors or, in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the corporation. 7.4 INSPECTION BY DIRECTORS Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind as well as the physical properties of the corporation and each of its subsidiary corporations. Such inspection by a director may be made in person or by an agent or attorney. The right of inspection includes the right to copy and make extracts of documents. 7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days) before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these bylaws for giving notice to shareholders of the corporation. The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) an income statement, (iii) a statement of changes in financial position for the fiscal year, and (iv) any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record. 7.6 FINANCIAL STATEMENTS If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the -18- close of such fiscal year, deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and for a balance sheet of the corporation as of the end of that period, then the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request. The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or by the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation. 7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS The chairman of the board, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. ARTICLE 8 GENERAL MATTERS 8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action. In that case, only shareholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, -19- or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Code. If the board of directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later. 8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 8.4 CERTIFICATES FOR SHARES A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such shares are fully paid. The board of directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid. All certificates shall be signed in the name of the corporation by the chairman of the board or the vice chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate ceases to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue. -20- 8.5 LOST CERTIFICATES Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of replacement certificates on such terms and conditions as the board may require; the board may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate. 8.6 CONSTRUCTION; DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Code shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. ARTICLE 9 AMENDMENTS 9.1 AMENDMENT BY SHAREHOLDERS New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, then the authorized number of directors may be changed only by an amendment of the articles of incorporation. 9.2 AMENDMENT BY DIRECTORS Subject to the rights of the shareholders as provided in Section 9.1 of these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a bylaw providing for a variable number of directors), may be adopted, amended or repealed by the board of directors. -21- CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: (1) That I am the duly elected and acting Secretary of Interworks Computer Products, a California corporation; and (2) That the foregoing Bylaws, comprising twenty-one (21) pages, besides this page, constitute the Bylaws of this Corporation as duly adopted by the sole shareholder in resolutions as of December 12, 2002. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation this 12th day of December, 2002. /s/ Michael M. Sullivan ------------------------------------------- Michael Sullivan, Secretary EX-3.2.16 80 f88326exv3w2w16.txt EXHIBIT 3.2.16 EXHIBIT 3.2.16 OPERATING AGREEMENT OF SANMINA GENERAL, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY THIS OPERATING AGREEMENT (this "Agreement") of Sanmina General, L.L.C., a Delaware limited liability company (the "Company"), is entered into as of December 31, 1999 and shall constitute the "limited liability company agreement" of the Company within the meaning of Section 18-101(7) of the Delaware Limited Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et seq., as amended (the "Act"). 1.1 Except as otherwise provided in this Agreement, the default provisions of the Act shall apply to the Company. 1.2 Sanmina Corporation, a Delaware corporation, shall be the sole "member" of the Company within the meaning of Section 18-101(11) of the Act (the "Member"). 1.3 The Member hereby enters into and forms the Company as a limited liability company in accordance with the Act. The name of the Company shall be "Sanmina General, L.L.C." 1.4 The Company shall maintain a Delaware registered office and agent for the service of process as required by the Act. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be. 1.5 The purpose and scope of the Company shall be to engage in such lawful activities as shall be determined by the Member in its sole and absolute discretion. 1.6 The term of the Company shall begin as of the date of filing of the certificate of formation for the Company in accordance with Section 18-201 of the Act and, unless otherwise specified in a certificate of cancellation filed by the Member in respect of the Company pursuant to Section 18-203 of the Act, such term shall continue in perpetuity. 1.7 Title to all Company property shall be held in the name of the Company; provided, however, that the Company shall make such distributions of cash and/or property to the Member as the Member shall from time to time determine in its sole and absolute discretion. 1.8 Elizabeth Jordan is authorized and directed, in the name of and on behalf of the Company, or otherwise to execute all instruments, documents, and certificates, and to take such actions as she may deem necessary, advisable or proper. 1.9 Except as otherwise required by applicable law, the Member shall have no personal liability for the debts and obligations of the Company. 1.10 The Member shall have no obligation to make any contributions to the capital of the Company and shall make only such contributions as the Member shall from time to time determine in its sole and absolute discretion. 1.11 The Member shall have no obligation to provide any services to the Company and shall provide only such services as the Member shall from time to time determine in its sole and absolute discretion. 1.12 The Company shall indemnify the Member to the fullest extent permitted by law. 1.13 The Member shall control the management and operation of the Company in such manner as it shall determine in its sole and absolute discretion. The Member may appoint, remove and replace managers, officers and employees of the Company from time to time in its sole and absolute discretion. Notwithstanding any provision of this Agreement to the contrary, any contract, agreement, deed, lease, note or other document or instrument executed on behalf of the Company by the Member shall be deemed to have been duly executed by the Company and third parties shall be entitled to rely upon the Member's power to bind the Company without otherwise ascertaining that the requirements of this Agreement have been satisfied. 1.14 The Member may transfer all or any portion of its interest in the Company in the Member's sole and absolute discretion. In the event of any such transfer, this Agreement shall be amended to reflect the respective rights and obligations of the Member and the transferee or transferees. No person shall be admitted to the Company as an additional member without the written consent of the Member, which consent may be withheld in the Member's sole and absolute discretion. 1.15 The "Sanmina General" name and mark are the property of the Member. The Company's authority to use such name and mark may be withdrawn by the Member at any time without compensation to the Company. Following the dissolution and liquidation of the Company, all right, title and interest in and to such name and mark shall be held solely by the Member. 1.16 The interpretation and enforceability of this Agreement and the rights and liabilities of the Member as such shall be governed by the laws of the State of Delaware as such laws are applied in connection with limited liability company operating agreements entered into and wholly performed upon in Delaware by residents of Delaware. To the extent permitted by the Act and other applicable law, the provisions of this Agreement shall supersede any contrary provisions of the Act or other applicable law. 1.17 In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed, and shall not cause the invalidity or unenforceability of the remainder of this Agreement. -2- 1.18 This Agreement may be amended, in whole or in part, only through a written amendment executed by the Member. 1.19 This Agreement contains the entire understanding and intent of the Member regarding the Company and supersedes any prior written or oral agreement respecting the Company. There are no representations, agreements, arrangements, or understandings, oral or written, of the Member relating to the Company which are not fully expressed in this Agreement. [Remainder of this page intentionally left blank; signature page follows.] -3- IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written. SANMINA CORPORATION, a Delaware corporation By: /s/ Elizabeth D. Jordan - ----------------------------------------- Elizabeth D. Jordan -4- EX-3.2.17 81 f88326exv3w2w17.txt EXHIBIT 3.2.17 EXHIBIT 3.2.17 OPERATING AGREEMENT OF SANMINA LIMITED, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY THIS OPERATING AGREEMENT (this "Agreement") of Sanmina Limited, L.L.C., a Delaware limited liability company (the "Company"), is entered into as of December 31, 1999 and shall constitute the "limited liability company agreement" of the Company within the meaning of Section 18-101(7) of the Delaware Limited Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et seq., as amended (the "Act"). 1.1 Except as otherwise provided in this Agreement, the default provisions of the Act shall apply to the Company. 1.2 Sanmina Corporation, a Delaware corporation, shall be the sole "member" of the Company within the meaning of Section 18-101(11) of the Act (the "Member"). 1.3 The Member hereby enters into and forms the Company as a limited liability company in accordance with the Act. The name of the Company shall be "Sanmina Limited, L.L.C." 1.4 The Company shall maintain a Delaware registered office and agent for the service of process as required by the Act. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be. 1.5 The purpose and scope of the Company shall be to engage in such lawful activities as shall be determined by the Member in its sole and absolute discretion. 1.6 The term of the Company shall begin as of the date of filing of the certificate of formation for the Company in accordance with Section 18-201 of the Act and, unless otherwise specified in a certificate of cancellation filed by the Member in respect of the Company pursuant to Section 18-203 of the Act, such term shall continue in perpetuity. 1.7 Title to all Company property shall be held in the name of the Company; provided, however, that the Company shall make such distributions of cash and/or property to the Member as the Member shall from time to time determine in its sole and absolute discretion. 1.8 Elizabeth Jordan is authorized and directed, in the name of and on behalf of the Company, or otherwise to execute all instruments, documents, and certificates, and to take such actions as she may deem necessary, advisable or proper. 1.9 Except as otherwise required by applicable law, the Member shall have no personal liability for the debts and obligations of the Company. 1.10 The Member shall have no obligation to make any contributions to the capital of the Company and shall make only such contributions as the Member shall from time to time determine in its sole and absolute discretion. 1.11 The Member shall have no obligation to provide any services to the Company and shall provide only such services as the Member shall from time to time determine in its sole and absolute discretion. 1.12 The Company shall indemnify the Member to the fullest extent permitted by law. 1.13 The Member shall control the management and operation of the Company in such manner as it shall determine in its sole and absolute discretion. The Member may appoint, remove and replace managers, officers and employees of the Company from time to time in its sole and absolute discretion. Notwithstanding any provision of this Agreement to the contrary, any contract, agreement, deed, lease, note or other document or instrument executed on behalf of the Company by the Member shall be deemed to have been duly executed by the Company and third parties shall be entitled to rely upon the Member's power to bind the Company without otherwise ascertaining that the requirements of this Agreement have been satisfied. 1.14 The Member may transfer all or any portion of its interest in the Company in the Member's sole and absolute discretion. In the event of any such transfer, this Agreement shall be amended to reflect the respective rights and obligations of the Member and the transferee or transferees. No person shall be admitted to the Company as an additional member without the written consent of the Member, which consent may be withheld in the Member's sole and absolute discretion. 1.15 The "Sanmina Limited" name and mark are the property of the Member. The Company's authority to use such name and mark may be withdrawn by the Member at any time without compensation to the Company. Following the dissolution and liquidation of the Company, all right, title and interest in and to such name and mark shall be held solely by the Member. 1.16 The interpretation and enforceability of this Agreement and the rights and liabilities of the Member as such shall be governed by the laws of the State of Delaware as such laws are applied in connection with limited liability company operating agreements entered into and wholly performed upon in Delaware by residents of Delaware. To the extent permitted by the Act and other applicable law, the provisions of this Agreement shall supersede any contrary provisions of the Act or other applicable law. 1.17 In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the -2- provision so severed, and shall not cause the invalidity or unenforceability of the remainder of this Agreement. 1.18 This Agreement may be amended, in whole or in part, only through a written amendment executed by the Member. 1.19 This Agreement contains the entire understanding and intent of the Member regarding the Company and supersedes any prior written or oral agreement respecting the Company. There are no representations, agreements, arrangements, or understandings, oral or written, of the Member relating to the Company which are not fully expressed in this Agreement. [Remainder of this page intentionally left blank; signature page follows.] -3- IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written. SANMINA CORPORATION, a Delaware corporation By: /s/ Elizabeth D. Jordan - --------------------------------------- Name: Elizabeth D. Jordan -4- EX-3.2.18 82 f88326exv3w2w18.txt EXHIBIT 3.2.18 EXHIBIT 3.2.18 AMENDED AND RESTATED BYLAWS OF VIKING COMPONENTS INCORPORATED AMENDED AND RESTATED BYLAWS OF VIKING COMPONENTS INCORPORATED TABLE OF CONTENTS

PAGE ---- ARTICLE 1 CORPORATE OFFICES............................................... 1 1.1 PRINCIPAL OFFICE........................................ 1 1.2 OTHER OFFICES........................................... 1 ARTICLE 2 MEETINGS OF SHAREHOLDERS........................................ 1 2.1 PLACE OF MEETINGS....................................... 1 2.2 ANNUAL MEETING.......................................... 1 2.3 SPECIAL MEETING......................................... 1 2.4 NOTICE OF SHAREHOLDERS' MEETINGS........................ 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE............ 2 2.6 QUORUM.................................................. 3 2.7 ADJOURNED MEETING; NOTICE............................... 3 2.8 VOTING.................................................. 4 2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT....... 5 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING................................................. 5 2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS................................................ 6 2.12 PROXIES................................................. 6 2.13 INSPECTORS OF ELECTION.................................. 7 ARTICLE 3 DIRECTORS....................................................... 8 3.1 POWERS.................................................. 8 3.2 NUMBER OF DIRECTORS..................................... 8 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS................ 8 3.4 RESIGNATION AND VACANCIES............................... 8 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE................ 9 3.6 REGULAR MEETINGS........................................ 9 3.7 SPECIAL MEETINGS; NOTICE................................ 10 3.8 QUORUM.................................................. 10 3.9 WAIVER OF NOTICE........................................ 10 3.10 ADJOURNMENT............................................. 11 3.11 NOTICE OF ADJOURNMENT................................... 11 3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING....... 11 3.13 FEES AND COMPENSATION OF DIRECTORS...................... 11 ARTICLE 4 COMMITTEES...................................................... 11 4.1 COMMITTEES OF DIRECTORS................................. 11

-i- TABLE OF CONTENTS (CONTINUED)

PAGE ---- 4.2 MEETINGS AND ACTION OF COMMITTEES....................... 12 ARTICLE 5 OFFICERS........................................................ 12 5.1 OFFICERS................................................ 12 5.2 ELECTION OF OFFICERS.................................... 13 5.3 SUBORDINATE OFFICERS.................................... 13 5.4 REMOVAL AND RESIGNATION OF OFFICERS..................... 13 5.5 VACANCIES IN OFFICES.................................... 13 5.6 CHAIRMAN OF THE BOARD................................... 13 5.7 PRESIDENT............................................... 14 5.8 VICE PRESIDENTS......................................... 14 5.9 SECRETARY............................................... 14 5.10 CHIEF FINANCIAL OFFICER................................. 15 ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS..................................................... 15 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS............... 15 6.2 INDEMNIFICATION OF OTHERS............................... 15 6.3 PAYMENT OF EXPENSES IN ADVANCE.......................... 16 6.4 INDEMNITY NOT EXCLUSIVE................................. 16 6.5 INSURANCE INDEMNIFICATION............................... 16 6.6 CONFLICTS............................................... 16 ARTICLE 7 RECORDS AND REPORTS............................................. 17 7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER............ 17 7.2 MAINTENANCE AND INSPECTION OF BYLAWS.................... 17 7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS................................................. 18 7.4 INSPECTION BY DIRECTORS................................. 18 7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER................... 18 7.6 FINANCIAL STATEMENTS.................................... 18 7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.......... 19 ARTICLE 8 GENERAL MATTERS................................................. 19 8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING... 19 8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS............... 20 8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED....... 20 8.4 CERTIFICATES FOR SHARES................................. 20 8.5 LOST CERTIFICATES....................................... 21 8.6 CONSTRUCTION; DEFINITIONS............................... 21 ARTICLE 9 AMENDMENTS...................................................... 21 9.1 AMENDMENT BY SHAREHOLDERS............................... 21 9.2 AMENDMENT BY DIRECTORS.................................. 21

-ii- AMENDED AND RESTATED BYLAWS OF VIKING COMPONENTS INCORPORATED ARTICLE 1 CORPORATE OFFICES 1.1 PRINCIPAL OFFICE The board of directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside such state and the corporation has one or more business offices in such state, then the board of directors shall fix and designate a principal business office in the State of California. 1.2 OTHER OFFICES The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business. ARTICLE 2 MEETINGS OF SHAREHOLDERS 2.1 PLACE OF MEETINGS Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation. 2.2 ANNUAL MEETING The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected, and any other proper business may be transacted. 2.3 SPECIAL MEETING A special meeting of the shareholders may be called at any time by the board of directors, or by the chairman of the board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting. If a special meeting is called by any person or persons other than the board of directors or the president or the chairman of the board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held. 2.4 NOTICE OF SHAREHOLDERS' MEETINGS All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders (but subject to the provisions of the next paragraph of this Section 2.4 any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board intends to present for election. If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California (the "Code"), (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature of that proposal. 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE Written notice of any meeting of shareholders shall be given either (i) personally or (ii) by first-class mail or (iii) by third-class mail but only if the corporation has outstanding shares held of record by five hundred (500) or more persons (determined as provided in Section 605 of the Code) on the record date for the shareholders' meeting, or (iv) by telegraphic or other written -2- communication. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that shareholder by mail or telegraphic or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, then all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice. An affidavit of the mailing or other means of giving any notice of any shareholders' meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice. 2.6 QUORUM The presence in person or by proxy of the holders of a majority of the shares entitled to vote thereat constitutes a quorum for the transaction of business at all meetings of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. 2.7 ADJOURNED MEETING; NOTICE Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.6 of these bylaws. When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than forty-five (45) days from the date set for the original meeting, then notice of the adjourned meeting shall be given. Notice of any such adjourned meeting -3- shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. 2.8 VOTING The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to the provisions of Sections 702 through 704 of the Code (relating to voting shares held by a fiduciary, in the name of a corporation or in joint ownership). The shareholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder at the meeting and before the voting has begun. Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the articles of incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders. Any shareholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote them against the proposal; but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares which the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented and voting at a duly held meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or a vote by classes is required by the Code or by the articles of incorporation. At a shareholders' meeting at which directors are to be elected, a shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which such shareholder normally is entitled to cast) if the candidates' names have been placed in nomination prior to commencement of the voting and the shareholder has given notice prior to commencement of the voting of the shareholder's intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination either (i) by giving one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder's shares are normally entitled or (ii) by distributing the shareholder's votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected; votes against any candidate and votes withheld shall have no legal effect. -4- 2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. The waiver of notice or consent or approval need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Code to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the board of directors, provided that it was not created by removal of a director and that it has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary. If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders has not been received, then the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. Such -5- notice shall be given to those shareholders entitled to vote who have not consented in writing and shall be given in the manner specified in Section 2.5 of these bylaws. In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of a corporate "agent," pursuant to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval. 2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS For purposes of determining the shareholders entitled to notice of any meeting or to vote thereat or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in such event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Code. If the board of directors does not so fix a record date: (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; and (b) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action by the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later. The record date for any other purpose shall be as provided in Article 8 of these bylaws. 2.12 PROXIES Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) the person who -6- executed the proxy revokes it prior to the time of voting by delivering a writing to the corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting it to the meeting or by voting in person at the meeting, or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Code. 2.13 INSPECTORS OF ELECTION Before any meeting of shareholders, the board of directors may appoint an inspector or inspectors of election to act at the meeting or its adjournment. If no inspector of election is so appointed, then the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint an inspector or inspectors of election to act at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting pursuant to the request of one (1) or more shareholders or proxies, then the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy. Such inspectors shall: (a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (b) receive votes, ballots or consents; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes or consents; (e) determine when the polls shall close; (f) determine the result; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders. -7- ARTICLE 3 DIRECTORS 3.1 POWERS Subject to the provisions of the Code and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors. 3.2 NUMBER OF DIRECTORS The number of directors of the corporation shall be not less than two (2) nor more than three (3). The exact number of directors shall be two (2) until changed, within the limits specified above, by a bylaw amending this Section 3.2, duly adopted by the board of directors or by the shareholders. The indefinite number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon. No amendment may change the stated maximum number of authorized directors to a number greater than two (2) times the stated minimum number of directors minus one (1). No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. 3.4 RESIGNATION AND VACANCIES Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective. -8- Vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified. A vacancy or vacancies in the board of directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be elected at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election other than to fill a vacancy created by removal, if by written consent, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board may be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another; and all such directors shall be deemed to be present in person at the meeting. 3.6 REGULAR MEETINGS Regular meetings of the board of directors may be held without notice if the times of such meetings are fixed by the board of directors. -9- 3.7 SPECIAL MEETINGS; NOTICE Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation. 3.8 QUORUM A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.10 of these bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of the Code (as to appointment of committees), Section 317(e) of the Code (as to indemnification of directors), the articles of incorporation, and other applicable law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 WAIVER OF NOTICE Notice of a meeting need not be given to any director (i) who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or (ii) who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such directors. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the board of directors. -10- 3.10 ADJOURNMENT A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. 3.11 NOTICE OF ADJOURNMENT Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Section 3.7 of these bylaws, to the directors who were not present at the time of the adjournment. 3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING Any action required or permitted to be taken by the board of directors may be taken without a meeting, provided that all members of the board individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes of the proceedings of the board. 3.13 FEES AND COMPENSATION OF DIRECTORS Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This Section 3.13 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services. ARTICLE 4 COMMITTEES 4.1 COMMITTEES OF DIRECTORS The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to: -11- (a) the approval of any action which, under the Code, also requires shareholders' approval or approval of the outstanding shares; (b) the filling of vacancies on the board of directors or in any committee; (c) the fixing of compensation of the directors for serving on the board or any committee; (d) the amendment or repeal of these bylaws or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable; (f) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or (g) the appointment of any other committees of the board of directors or the members of such committees. 4.2 MEETINGS AND ACTION OF COMMITTEES Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 of these bylaws, Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE 5 OFFICERS 5.1 OFFICERS The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and -12- such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person. 5.2 ELECTION OF OFFICERS The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of these bylaws, shall be chosen by the board, subject to the rights, if any, of an officer under any contract of employment. 5.3 SUBORDINATE OFFICERS The board of directors may appoint, or may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine. 5.4 REMOVAL AND RESIGNATION OF OFFICERS Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors at any regular or special meeting of the board or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 VACANCIES IN OFFICES A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office. 5.6 CHAIRMAN OF THE BOARD The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws. If there is no president, then the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. -13- 5.7 PRESIDENT Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. 5.8 VICE PRESIDENTS In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors, these bylaws, the president or the chairman of the board. 5.9 SECRETARY The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required to be given by law or by these bylaws. He shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws. -14- 5.10 CHIEF FINANCIAL OFFICER The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws. ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS The corporation shall, to the maximum extent and in the manner permitted by the Code, indemnify each of its directors and officers against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article 6, a "director" or "officer" of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.2 INDEMNIFICATION OF OTHERS The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article 6, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint -15- venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 6.3 PAYMENT OF EXPENSES IN ADVANCE Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6. 6.4 INDEMNITY NOT EXCLUSIVE The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation. 6.5 INSURANCE INDEMNIFICATION The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article 6. 6.6 CONFLICTS No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears: (a) That it would be inconsistent with a provision of the Articles of Incorporation, these bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. -16- ARTICLE 7 RECORDS AND REPORTS 7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER The corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as determined by resolution of the board of directors, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders of the corporation who holds at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who holds at least one percent (1%) of such voting shares and has filed a Schedule 14B with the Securities and Exchange Commission relating to the election of directors, may (i) inspect and copy the records of shareholders' names, addresses, and shareholdings during usual business hours on five (5) days' prior written demand on the corporation, (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list, a list of the names and addresses of the shareholders who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. Such list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or five (5) days after the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 7.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand. 7.2 MAINTENANCE AND INSPECTION OF BYLAWS The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of California, at its principal business office in California the original or a copy of these bylaws as amended to date, which bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in such state, then the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of these bylaws as amended to date. -17- 7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS The accounting books and records and the minutes of proceedings of the shareholders, of the board of directors, and of any committee or committees of the board of directors shall be kept at such place or places as are designated by the board of directors or, in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the corporation. 7.4 INSPECTION BY DIRECTORS Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind as well as the physical properties of the corporation and each of its subsidiary corporations. Such inspection by a director may be made in person or by an agent or attorney. The right of inspection includes the right to copy and make extracts of documents. 7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days) before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these bylaws for giving notice to shareholders of the corporation. The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) an income statement, (iii) a statement of changes in financial position for the fiscal year, and (iv) any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record. 7.6 FINANCIAL STATEMENTS If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the -18- close of such fiscal year, deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and for a balance sheet of the corporation as of the end of that period, then the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request. The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or by the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation. 7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS The chairman of the board, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. ARTICLE 8 GENERAL MATTERS 8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action. In that case, only shareholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, -19- or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Code. If the board of directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later. 8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS From time to time, the board of directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 8.4 CERTIFICATES FOR SHARES A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such shares are fully paid. The board of directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid. All certificates shall be signed in the name of the corporation by the chairman of the board or the vice chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate ceases to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue. -20- 8.5 LOST CERTIFICATES Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The board of directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of replacement certificates on such terms and conditions as the board may require; the board may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate. 8.6 CONSTRUCTION; DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Code shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. ARTICLE 9 AMENDMENTS 9.1 AMENDMENT BY SHAREHOLDERS New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, then the authorized number of directors may be changed only by an amendment of the articles of incorporation. 9.2 AMENDMENT BY DIRECTORS Subject to the rights of the shareholders as provided in Section 9.1 of these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a bylaw providing for a variable number of directors), may be adopted, amended or repealed by the board of directors. -21- CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: (1) That I am the duly elected and acting Secretary of Viking Components Incorporated, a California corporation; and (2) That the foregoing Amended and Restated Bylaws, comprising twenty-one (21) pages, besides this page, constitute the Bylaws of this Corporation as duly adopted by the Sole Shareholder in resolutions as of November 25, 2002. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation this 25th day of November, 2002. /s/ Michael M. Sullivan ------------------------------------------- Secretary EX-3.2.19 83 f88326exv3w2w19.txt EXHIBIT 3.2.19 EXHIBIT 3.2.19 AGREEMENT OF LIMITED PARTNERSHIP OF SANMINA TEXAS, L.P. A TEXAS LIMITED PARTNERSHIP DATED AS OF JANUARY 5, 2000 THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE TEXAS SECURITIES ACT OR OTHER SIMILAR STATE STATUTES IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN THOSE STATUTES. THE SALE OR OTHER DISPOSITION OF THE LIMITED PARTNERSHIP INTERESTS IS RESTRICTED, AS SET FORTH IN THIS LIMITED PARTNERSHIP AGREEMENT, AND IN ANY EVENT IS PROHIBITED UNLESS THE GENERAL PARTNER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE STATUTES. BY ACQUIRING THE LIMITED PARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP, THE LIMITED PARTNER REPRESENTS THAT IT WILL NOT SELL OR OTHERWISE DISPOSE OF ITS LIMITED PARTNERSHIP INTEREST WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER AND THE TERMS AND PROVISIONS OF THIS AGREEMENT. TABLE OF CONTENTS

PAGE ---- ARTICLE I THE PARTNERSHIP................................................................ 1 1.1 Definitions............................................................ 1 1.2 Organization........................................................... 4 1.3 Partnership Name....................................................... 4 1.4 Purpose................................................................ 5 1.5 Principal Place of Business............................................ 5 1.6 Term................................................................... 5 1.7 Filings; Agent for Service of Process.................................. 5 1.8 Independent Activities................................................. 6 ARTICLE II PARTNERS' CAPITAL CONTRIBUTIONS............................................... 6 2.1 Maintenance of Capital Accounts........................................ 6 2.2 General Partner........................................................ 7 2.3 Limited Partner........................................................ 7 2.4 Other Matters.......................................................... 7 2.5 Additional Contributions............................................... 7 ARTICLE III ALLOCATIONS.................................................................. 7 3.1 Profits................................................................ 7 3.2 Losses................................................................. 8 3.3 Other Allocation Rules................................................. 8 ARTICLE IV DISTRIBUTIONS................................................................. 9 4.1 In General............................................................. 9 4.2 Net Cash From Operations............................................... 9 4.3 Net Cash From Sales or Refinancings.................................... 9 4.4 Amounts Withheld....................................................... 9 4.5 Discretion of General Partner.......................................... 9 ARTICLE V MANAGEMENT..................................................................... 10 5.1 Authority of the General Partner....................................... 10 5.2 Right to Rely on General Partner....................................... 11 5.3 Restrictions on Authority of General Partner........................... 12 5.4 Duties and Obligations of General Partner.............................. 12 5.5 Indemnification of Certain Persons..................................... 13 5.6 Compensation and Loans................................................. 14 5.7 Operation Restrictions................................................. 14 ARTICLE VI ROLE OF LIMITED PARTNER....................................................... 14 6.1 Rights or Powers....................................................... 14 6.2 Voting Rights.......................................................... 14

-i- TABLE OF CONTENTS

PAGE ---- ARTICLE VII BOOKS AND RECORDS............................................................ 14 7.1 Books and Records...................................................... 14 7.2 Annual Reports......................................................... 15 7.3 Tax Information........................................................ 15 ARTICLE VIII AMENDMENTS AND MEETINGS..................................................... 15 8.1 Amendments............................................................. 15 8.2 Meetings of the Partners............................................... 16 ARTICLE IX TRANSFERS OF INTERESTS........................................................ 16 9.1 Admission of New Partners.............................................. 16 9.2 Restriction on Transfers............................................... 16 9.3 Notice of Transfers of Partnership Interests........................... 17 9.4 Prohibited Transfers................................................... 17 9.5 Right of Transferee to Become a Partner................................ 17 9.6 Right of Partner to Assign Partner's Interest.......................... 17 ARTICLE X GENERAL PARTNERS............................................................... 17 10.1 Additional General Partners............................................ 17 10.2 Resignation and Removal of the General Partner; Conversion of General Partnership Interest................................................... 18 10.3 Covenant Not to Withdraw, Transfer or Dissolve......................... 18 ARTICLE XI WITHDRAWAL AND WINDING UP..................................................... 19 11.1 Withdrawal by a Partner................................................ 19 11.2 Redemption of Withdrawing Partner's Interest if Partnership Not Wound Up............................................................... 19 11.3 Distribution in Liquidation of a Partner's Interest.................... 19 11.4 Liquidating Events..................................................... 20 11.5 Winding Up............................................................. 20 11.6 No Additional Compensation............................................. 21 11.7 Compliance With Timing Requirements of Regulations..................... 21 11.8 Consequences of a Tax Termination...................................... 21 11.9 Rights of Limited Partner.............................................. 21 ARTICLE XII POWER OF ATTORNEY............................................................ 22 12.1 General Partner as Attorney-In-Fact.................................... 22 12.2 Nature of Special Power................................................ 22 ARTICLE XIII MISCELLANEOUS............................................................... 23 13.1 Notices................................................................ 23 13.2 Binding Effect......................................................... 23

-ii- TABLE OF CONTENTS

PAGE ---- 13.3 Construction........................................................... 23 13.4 Headings............................................................... 23 13.5 Severability........................................................... 23 13.6 Incorporation by Reference............................................. 23 13.7 Further Action......................................................... 24 13.8 Variation of Pronouns.................................................. 24 13.9 Governing Law.......................................................... 24 13.10 Waiver of Action for Partition......................................... 24 13.11 Counterpart Execution.................................................. 24 13.12 Sole and Absolute Discretion........................................... 24

-iii- AGREEMENT OF LIMITED PARTNERSHIP OF SANMINA TEXAS, L.P. A TEXAS LIMITED PARTNERSHIP DATED AS OF JANUARY 5, 2000 THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE TEXAS SECURITIES ACT OR OTHER SIMILAR STATE STATUTES IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN THOSE STATUTES. THE SALE OR OTHER DISPOSITION OF THE LIMITED PARTNERSHIP INTERESTS IS RESTRICTED, AS SET FORTH IN THIS LIMITED PARTNERSHIP AGREEMENT, AND IN ANY EVENT IS PROHIBITED UNLESS THE GENERAL PARTNER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION' CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE STATUTES. BY ACQUIRING THE LIMITED PARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP, THE LIMITED PARTNER REPRESENTS THAT IT WILL NOT SELL OR OTHERWISE DISPOSE OF ITS LIMITED PARTNERSHIP INTEREST WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER AND THE TERMS AND PROVISIONS OF THIS AGREEMENT. AGREEMENT OF LIMITED PARTNERSHIP OF SANMINA TEXAS, L.P. A TEXAS LIMITED PARTNERSHIP This AGREEMENT OF LIMITED PARTNERSHIP is made effective as of January 5, 2000, among the General Partner and the Limited Partner identified in Exhibit "A" hereto pursuant to the provisions of the Texas Revised Limited Partnership Act on the following terms and conditions: ARTICLE I THE PARTNERSHIP 1.1 Definitions. Capitalized words and phrases used in this Agreement have the following meanings: (a) "Act" means the Texas Revised Limited Partnership Act, as set forth in Article 6132a-1 of Vernon's Civil Statutes, as amended from time to time (or any corresponding provisions of succeeding law). (b) "Adjusted Capital Account Deficit" means the negative balance, if any, of a Partner's Capital Account after all adjustments thereto have been made under this Partnership Agreement, other than the adjustments required under Section 3.3(b) hereof and after the Partner's Capital Account balance has been - (i) increased by any amounts which the Partner is obligated to restore pursuant to any provision of this Partnership Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Regs. Sections 1.704-2(g)(1) and 1.70472(i)(5), and (ii) decreased by any amounts described in Treas. Regs. Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6). (c) "Available Cash" means cash on hand in the Partnership after the payment of, or provision for the payment of, all of the Partnership's obligations then due and after the establishment of such reserves as the General Partner may think appropriate for all debts, expenses, capital expenditures, and contingencies of the Partnership. (d) "Affiliate" of a Partner means an entity directly or indirectly controlling, controlled by or under common control with that Partner where control means the ownership or control, directly or indirectly, of more that fifty percent (50%) of all of the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority, as of the date of this Agreement or hereafter during the term of this Agreement; provided that such entity shall be considered an Affiliate only for the time during which such control exists. (e) "Agreement" or "Partnership Agreement" means this Agreement of Limited Partnership, as amended from time to time. (f) "Capital Account" means, with respect to any Partner, the capital account maintained for such Partner in accordance with the provisions of Section 2.1 of this Agreement. (g) "Capital Contributions" means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Interest in the Partnership held by such Partner. (h) "Code" means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law). (i) "Depreciation" means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period. (j) "General Partner" means each Person who from time to time (i) is identified as such on Exhibit "A" to this Agreement or has become a General Partner pursuant to the terms of this Agreement and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement. (k) "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows: (i) Except as provided in clause (iv) below, the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset on the date of contribution, as determined by the contributing Partner and the Partnership; (ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner with the agreement of the Limited Partner, as of the following times: (a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership; and (c) the liquidation of the Partnership within the meaning of Treas. Reg, Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. For purposes of this clause (ii) Partnership assets being adjusted shall include receivables, payables and other items in which the Partnership has unrealized income or deductions and the fair market value of such items shall be their face amounts; -2- (iii) Except as provided in clause (v) below, the Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution as determined by the Partnership and the Partner to whom the asset is distributed; (iv) The Gross Asset Value of any promissory note contributed to the Partnership by a Partner who is the maker of the note shall be zero, and except as provided in Section 2.1 (e) the contributing Partner's Capital Account will be subsequently credited with the amount of any principal payments received on the note by the Partnership or the amount received by the Partnership upon a taxable disposition of the note. The preceding sentence shall not apply to any promissory note that is readily tradeable on an established securities market; and (v) The Gross Asset Value of any promissory note made by the Partnership and distributed to a Partner will be zero, and except as provided in Section 2.1 (e) that Partner's Capital Account will be subsequently debited with the amount of any principal payments received by him on the note or the amount received by him upon a taxable disposition of the note. The preceding sentence shall not apply to any, promissory note that is readily tradeable on an established securities market. (l) "Interest" means an ownership interest in the Partnership held by a Person pursuant to this Agreement representing a percentage of the total partnership interests, including any and all benefits to which the holder of such an Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement and applicable law. (m) "Limited Partner" means any Person from time to time (i) whose name is set forth in Exhibit "A" hereto or who has become a Limited Partner pursuant to the terms of this Agreement, and (ii) who holds an Interest. "Limited Partners" means all such Persons. (n) "Majority in Interest of the Partners" at any time means Partners whose voting rights have not been suspended and whose aggregate Capital Account balances exceed 50% of the aggregate Capital Account balances of all Partners at such time. (o) "Net Cash From Operations" means the gross cash proceeds from Partnership operations less the, portion thereof used to pay or establish reserves for all Partnership expenses, debt payments, capital improvements, replacements, and contingencies, all as determined by the General Partner. (p) "Net Cash from Sales or Refinancings" means the net cash proceeds from all sales and other dispositions (other than in the ordinary course of business) and all refinancings of Property, less any portion thereof used to establish reserves, all as determined by the General Partner. "Net Cash From Sales or Refinancings" shall include all principal and interest payments with respect to any note or other obligation received by the Partnership in connection with sales and other dispositions (other than in the ordinary course of business) of Partnership Property. -3- (q) "Partners" means the General Partner and the Limited Partner, where no distinction is required by the context in which the term is used herein. "Partner" means any one of the Partners. (r) "Partner Obligation" means the obligation, if any, of a Partner to make additional Capital Contributions, to restore the negative balance of his Capital Account, to compensate the Partnership or its other Partners for any damages resulting from the Partner's acts or omissions, or to pay any other amount due and owing to the Partnership. (s) "Partnership" means the partnership formed pursuant to this Agreement and the partnership continuing the business of this Partnership in the event of dissolution as herein provided. (t) "Person" means any individual, partnership, corporation, trust, governmental unit, or other entity. (u) "Profits" and "Losses" means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period, determined in accordance with Code Section 703(a), increased by tax exempt income and decreased by items described in Section 705(a)(2)(B) of the Code, provided however that if any property is carried on the books of the Partnership at a value that differs from that property's adjusted basis for tax purposes, gain, loss, depreciation, and amortization with respect to such property shall be computed by reference to the book basis of such property, consistently with the requirements of Regulations Section 1.704-1(b)(2)(iv)(g); and provided further that any item allocated under Section 3.3 shall be excluded from the computation of Profits and Losses. (v) "Property" means all real and personal property acquired by the Partnership and any improvements thereto, and shall include both tangible and intangible property. (w) "Regulations" means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). (x) "Sharing Percentage" means a Partner's allocable share, expressed as a percentage as shown on Exhibit "A" of an indicated item of profit, income, gain, loss, expense, deduction, or other allocable item of the Partnership. 1.2 Organization. The Partners hereby agree to organize the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. 1.3 Partnership Name. The name of the Partnership shall be Sanmina Texas, L.P. The General Partner may change the name of the Partnership upon 10 days notice to the Limited Partner. The Partnership shall hold all of its property in the name of the Partnership and not in the name of -4- any Partner. All business of the Partnership shall be conducted in the Partnership name or in one or more assumed names selected by the General Partner from time to time. 1.4 Purpose. The purpose of the Partnership is: (a) to engage in any lawful act or activity for which limited partnerships may be organized under the Business Corporation Act of the State of Texas; (b) to enter into any other lawful investment or business enterprise; and (c) to conduct any and all activities normally undertaken by an owner of property in relation or incidental to the property held by the Partnership; and (d) to conduct any other purpose or activity as the Partners shall agree which is permissible under the laws of the State of Texas. 1.5 Principal Place of Business. The principal place of business of the Partnership shall be 1201 W. Crosby Road, Carrollton, Texas, 75006. The General Partner may change the principal place of business of the Partnership to any other place within the State of Texas upon 10 days' notice to the Limited Partner. 1.6 Term. The term of the Partnership shall commence on the later of December 31, 1999 or the date the certificate of limited partnership (the "Certificate") is filed in the office of the Secretary of State of Texas in accordance with the Act and shall continue until the winding up and liquidation of the Partnership as provided in Article XI hereof. Prior to the time that the Certificate is filed, no Person shall represent to third parties the existence of the Partnership or hold himself out as a Partner. 1.7 Filings; Agent for Service of Process. (a) The General Partner shall cause the Certificate to be filed in the office of the Secretary of State of Texas in accordance with the provisions of the Act. The General Partner shall take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of Texas. The General Partner shall cause amendments to the Certificate to be filed whenever required by the Act. (b) The General Partner shall execute and cause to be filed original or amended Certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership or similar type of entity under the laws of any other states or jurisdictions in which the Partnership engages in business. (c) The agent for service of process on the Partnership shall be C T Corporation System, 811 Dallas Avenue, Houston, Texas, 77002, or any successor as appointed by the General Partner. -5- (d) Upon the dissolution of the Partnership, the General Partner, (or, in the event there is no remaining General Partner, any Person elected pursuant to Section 11.5 hereof) shall promptly execute and cause to be filed certificates of dissolution in accordance with the Act and the laws of any other states or jurisdictions in which the Partnership has filed certificates. 1.8 Independent Activities. The General Partner and the Limited Partner may, notwithstanding this Agreement, engage in whatever activities they choose, whether the same or competitive with those of the Partnership or otherwise, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner. ARTICLE II PARTNERS' CAPITAL CONTRIBUTIONS 2.1 Maintenance of Capital Accounts. A separate Capital Account shall be maintained on the books of the Partnership for each Partner as follows: (a) To each Partner's Capital Account there shall be credited such Partner's Capital Contributions, such Partner's allocable share of Profits, and any items in the nature of income or gain which are specially allocated pursuant to Section 3.3 hereof, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any property distributed to such Partner. (b) To each Partner's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any property distributed to such Partner from the Partnership, such Partner's allocable share of Losses, and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3.3 hereof, and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership. (c) Each Partner's Capital Account shall be adjusted in accordance with Treas. Regs. Sections 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2) (iv)(g) if the Gross Asset Value of any asset is adjusted. (d) In the event all or a portion of an interest in the Partnership is transferred in accordance with the terms of this Agreement, the respective Capital Accounts of the transferee and transferor shall be adjusted in accordance with Treas. Regs. Section 1.704-1(b)(2)(iv)(1). (e) Upon the liquidation of a Partner's Interest, the Partner's Capital Account will be debited or credited, as appropriate, for the fair market value of certain promissory notes in accordance with Treas. Regs. Sections 1.704-1(b)(2)(iv)(d)(2) and 1.704-1(b)(2)(iv)(e)(2). (f) Each Partner's Capital Account shall be adjusted as required by Treas. Regs. Section 1.704-1(b)(2)(iv)(k) for depletion and gain or loss with respect to the Partnership's oil and gas properties. -6- The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treas. Regs. Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. 2.2 General Partner. The names, addresses, Capital Contributions, and Sharing Percentages of the General Partners are as set forth in Exhibit "A" attached hereto. 2.3 Limited Partner. The names, addresses, Capital Contributions, and Sharing Percentages of the Limited Partner are as set forth in Exhibit "A" hereto. 2.4 Other Matters. (a) Except as otherwise provided in this Agreement, no Partner shall demand or receive a return of his Capital Contributions or withdraw capital from the Partnership without the consent of all Partners. Under circumstances requiring a return of any Capital Contributions, no Partner shall have the right to receive property other than cash except as may be specifically provided herein. (b) No Partner shall receive any interest. on, or salary or drawing with respect to, his Capital Contributions or his Capital Account except as otherwise provided in this Agreement. (c) Except as otherwise provided by this Agreement or by an assumption agreement, no Limited Partner shall be liable for the debts, liabilities, contracts or any other obligations of the Partnership in his capacity as a Limited Partner. Except as otherwise provided by this Agreement, by any other agreements among the Partners, or by applicable state law, a Limited Partner shall be liable only to make his Capital Contributions and shall not be required to lend any funds to the Partnership or, after his Capital Contributions have been paid, to make any additional contributions to the Partnership. 2.5 Additional Contributions. The Partners shall be required to make additional Capital Contributions from time to time as follows: the General Partner may require the Partners to make additional contributions to the capital of the Partnership by sending each Partner written notice stating the amount of additional capital needed and the reasons therefor. Within thirty (30) days after the receipt of such notice each Partner shall contribute to the Partnership the total capital needed multiplied by the Partner's Sharing Percentage. ARTICLE III ALLOCATIONS 3.1 Profits. After giving effect to the special allocations set forth in Section 3.3 hereof, Profits for any fiscal year shall be allocated as follows: (a) First, all Profits shall be allocated in percentages equal to each Partner's (General Partner and Limited Partner) Sharing Percentage. -7- (b) Thereupon, the Profits thereby allocated to the Limited Partner shall be immediately reallocated to the General Partner to the extent that any Losses theretofore allocated away from that Limited Partner and to the General Partner pursuant to Section 3.2(b) have not been offset by previous reallocations under this Section 3.1(b). All Profits allocable to the General Partner under this Section 3.1(b) shall be allocated among the General Partner in direct proportion to the then balance of the General Partner's previous allocations under Section 3.2(b) less his previous allocations under this Section 3.1(b). 3.2 Losses. After giving effect to the special allocations set forth in Section 3.3 hereof, Losses for any fiscal year shall be allocated as set forth in Section 3.2(a) below, subject to the limitation in Section 3.2(b) below. (a) Losses for any fiscal year shall be allocated in percentages equal to each Partner's (General Partner and Limited Partner) Sharing Percentage. (b) The Losses allocated to the Limited Partner pursuant to Section 3.2(a) hereof shall not exceed the maximum amount of Losses that can be so allocated without causing that Limited Partner to have an Adjusted Capital Account Deficit at the end of the fiscal year in which the allocation is made. All Losses in excess of the limitations set forth in this Section 3.2(b) shall be allocated among the General Partner in direct proportion to its respective Sharing Percentages as General Partner. 3.3 Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder. (b) For purposes of determining a Partner's proportionate share of the "excess nonrecourse liabilities" of the Partnership within the meaning of Treas. Regs. Section 1.752-3, the Partners' interests in Partnership profits are as set forth in Section 3.1 (a) above. (c) Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership (including those subsequently contributed by the Partnership to another entity taxable as a partnership under the Code) shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with Section 1.1(j)(i) hereof). In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 1.1(j)(ii) hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal -8- income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. The General Partner may elect in its discretion to use curative allocations or the remedial allocation method, as permitted by Treas. Regs. Section 1.704-3, in association with any allocation pursuant to this Section 3.5. In the event that a Partner contributes to the Partnership property as to which the disparity between its adjusted basis for federal income tax purposes and its Gross Asset Value is small, within the meaning of Treas. Regs. Section 1.704-3(e)(1), the General Partner may in its discretion disregard this Section 3.5 or defer its application until the Partnership disposes of such property. Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement and conforms to the requirements of Treas. Reg. Section 1.704-3. Allocations pursuant to this Section 3.5 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. ARTICLE IV DISTRIBUTIONS 4.1 In General. Except as otherwise specifically provided in the Agreement, Available Cash shall be distributed from time to time as the General Partner may determine in its discretion in percentages equal to each Partner's (General Partner and Limited Partner) Sharing Percentage. 4.2 Net Cash From Operations. Except as otherwise provided in Article XI hereof, Net Cash From Operations, if any, shall be distributed at such times as the General Partner in its sole discretion may determine in the following proportions: ninety-nine per cent (99%) to the Limited Partner; one per cent (1%) to the. General Partner. 4.3 Net Cash From Sales or Refinancings. Except as otherwise provided in Article XI hereof, Net Cash From Sales or Refinancings shall be distributed at such times as the General Partner in its sole discretion may determine in the following proportions ninety-nine percent (99%) to the Limited Partner; one percent (1%) to the General Partner. 4.4 Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment or distribution to a Partner shall be treated as amounts distributed to that Partner pursuant to this Article IV for all purposes under this Agreement. The General Partner may allocate any such amounts among the Partners in any manner that is in accordance with applicable law. 4.5 Discretion of General Partner. The Partners intend to authorize the General Partner to use broad discretion with respect to the investment, reinvestment and distribution of the Partnership -9- assets; provided, however, notwithstanding any provision herein to the contrary, the General Partner may not withhold any distribution of funds to the Partners which would violate the General Partner's fiduciary duty under the Act. ARTICLE V MANAGEMENT 5.1 Authority of the General Partner. The General Partner shall have the sole and exclusive right to manage the business of the Partnership and shall have all of the rights and powers which may be possessed by general partners under the Act including, without limitation the right and power to: (a) acquire by purchase, lease, like-kind exchange or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership including the authority to lease or acquire real and personal property from the General Partner or the Limited Partner; (b) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, including the sale of real estate and personal property to the General Partner or the Limited Partner, and the loan of Partnership funds to third parties, the General Partner, or the Limited Partner; (c) make and execute any and all agreements, contracts, promissory notes, loan agreements, security agreements, financing statements, collateral pledges, trust deeds, mortgages, deeds, easements, affidavits, leases, assignments, bills of sale, contracts, certifications, and other instruments necessary or convenient in connection with the acquisition, disposition, encumbrance, development, management, maintenance, and operation of the Property, or in connection with managing the affairs of the Partnership, including executing amendments to the Agreement and the Certificate in accordance with the terms of the Agreement, pursuant to any power of attorney granted by the Limited Partner to the General Partner; (d) borrow money from third parties, the General Partner, or the Limited Partner and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgage, pledge, or other lien on any Property; (e) prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property; (f) care for and distribute funds to the Partners by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement; -10- (g) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors (which may include any Partner or an affiliate of any Partner), such as property managers, investment managers or advisers, lawyers, and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership; (h) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to the Partnership's property or activities and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified; (i) make any and all elections for federal, state, and local tax purposes including, without limitation, any election, if permitted by applicable law, to adjust the basis of Property pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with transfers of Partnership interests and Partnership distributions; (j) take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership; and (k) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith. 5.2 Right to Rely on General Partner. Any Person dealing with the Partnership may rely (without duty of further inquiry) upon a certificate signed by the General Partner as to: (a) the identity of the General Partner and the Limited Partner; (b) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by a General Partner or which are in any other manner germane to the affairs of the Partnership; (c) the Persons who are authorized to execute and deliver any instrument or document of the Partnership; or (d) any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner. The signature of an executive officer or other comparable representative of the General Partner shall be sufficient to convey title to any real property owned by the Partnership or to execute any promissory notes, loan agreements, security agreements, financing statements, collateral pledges, trust deeds, mortgages, deeds, easements, contracts, certificates, affidavits, leases, -11- assignments, or other instruments of any kind, and all of the Partners agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same. All of the Partners do hereby appoint the General Partner as their attorney-in-fact for the execution of any or all of the documents described in this Section 5.2. 5.3 Restrictions on Authority of General Partner. (a) Without the consent of all of the Partners, no General Partner shall have the authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the business of the Partnership, except as otherwise provided in this Agreement; (iii) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction; (iv) borrow any money from or lend any of the Partnership funds to the General Partner or any Limited Partner pursuant to any agreement or loan arrangement which contains interest rates, security provisions, or repayment terms less favorable to the Partnership than those that an independent third party lender or borrower (as the case may be) would require; or (v) sell any Partnership assets to or buy any real or personal property from the General Partner or any Limited Partner unless the sales or purchase price is at fair market value and on terms to which an independent seller or buyer (as the case may be) would agree. (b) Except as otherwise provided by this Agreement, no Limited Partner in its capacity as such, shall have any right to participate in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any way. Any Partner who acts beyond the scope of the authority granted by this Agreement shall, in addition to any other remedy available to the Partnership or the other Partners, be liable in damages to the Partnership and each other Partner for any loss or damages that they may incur or suffer as a consequence of such act. 5.4 Duties and Obligations of General Partner. (a) The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Texas (and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged) and (ii) for the accomplishment of the Partnership's purposes, including the acquisition, development, maintenance, preservation, and operation of the Partnership's property and business in accordance with the provisions of this Agreement and applicable laws and regulations. -12- (b) The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of all duties hereunder, but the General Partner shall not be required to devote himself full time to the performance of such duties. (c) The General Partner shall be under a duty to conduct the affairs of the Partnership in the best interests of the Partnership and of the Limited Partner, including the safekeeping and use of all of the Property and the use thereof for the exclusive benefit of the Partnership, in accordance with the standards applicable to partners in general partnerships as set forth in Section 4.04 of the Texas Revised Partnership Act. 5.5 Indemnification of Certain Persons. (a) Indemnification at the Discretion of the Partnership. The Partnership shall indemnify any Person who was, is, or is threatened to be, made a named defendant or respondent in a proceeding because the Person is or was a partner, officer, employee, or agent of the Partnership or serving at the request of the Partnership as a manager, officer, employee, or agent of any other entity, as follows: (i) Such Person shall be indemnified against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the Person in connection with the proceeding; but, if the Person is found liable to the Partnership or is found liable on the basis that personal benefit was improperly received by the Person, the indemnification (1) is limited to reasonable expenses actually incurred by the Person in connection with the proceeding and (2) shall not be made (even as to expenses) in respect of any proceeding in which the Person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Partnership. (ii) Such a Person shall be indemnified under this Agreement only if it is determined that such Person conducted himself in good faith and reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the Partnership's best interest, and in all other cases that his or her conduct was at least not opposed to the Partnership's best interests. In the case of any criminal proceeding, an additional determination must be made that such Person had no reasonable cause to believe his or her conduct was unlawful. (b) Expenses Advanced. The Partnership shall pay or reimburse in advance of the final disposition of a proceeding any reasonable expenses incurred by a Partner, officer, employee, or agent of the Partnership, or Person serving at the request of the Partnership as a manager, officer, employee, or agent of any other entity who was, is, or is threatened to be, made a named defendant or respondent in such a proceeding after the Partnership receives a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification as set forth herein and a written undertaking by or on behalf of the Person to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements. The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the Person did not meet the -13- requirements set forth herein. A Person shall be deemed to have been found liable in respect of any claim, issue or matter only, after the Person shall have been finally so adjudged by a court of competent jurisdiction and no opportunity for appeal then exists. (c) Other Protection and Indemnification. The protection and indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which such Person may be entitled, under any agreement, insurance policy or vote of the Partners, or otherwise. 5.6 Compensation and Loans. (a) Compensation and Reimbursement. Except as otherwise provided in this Section 5.6 or in a separate agreement, no Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership, nor shall any Partner be reimbursed for any expenses incurred by such Partner on behalf of the Partnership. (b) Expenses. The General Partner may charge the Partnership for any direct expenses reasonably incurred in connection with the Partnership's business. 5.7 Operation Restrictions. All property in the form of cash not otherwise invested shall be deposited in one or more accounts maintained in the name of the Partnership in such financial institutions as the General Partner shall determine or shall be invested in short-term liquid securities or shall be left in escrow and withdrawals shall be made only in the regular course of Partnership business on such signature or signatures as the General Partner may determine from time to time. ARTICLE VI ROLE OF LIMITED PARTNER 6.1 Rights or Powers. Except as otherwise set forth in Section 6.2 hereof, no Limited Partner shall have any right or power, in his capacity as a Limited Partner, to take part in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any way. 6.2 Voting Rights. The Limited Partners shall have the right to vote only on the matters explicitly set forth in this Agreement. ARTICLE VII BOOKS AND RECORDS 7.1 Books and Records. The Partnership shall keep adequate books and records at its principal place of business, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Partnership. Any Partner or his designated representative shall have the right, at any reasonable time, to have access to and inspect and copy the contents of such books or records. -14- 7.2 Annual Reports. Within a reasonable period after the end of each Partnership fiscal year, each Partner shall be furnished with pertinent information regarding the Partnership and its activities during such period. 7.3 Tax Information. Necessary tax information shall be delivered to each Partner after the end of each fiscal year of the Partnership. Every effort shall be made to furnish such information within 75 days after the end of each fiscal year. ARTICLE VIII AMENDMENTS AND MEETINGS 8.1 Amendments. (a) Amendments to this Agreement may be proposed by the General Partner or by one or more Limited Partners constituting a Majority in Interest of the Partners. Following such proposal, the General Partner shall submit to the Limited Partners a verbatim statement of any proposed amendment, provided that counsel for the Partnership shall have approved of the same in writing as to form, and the General Partner may include in any such submission a recommendation as to the proposed amendment. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require response within a reasonable specified time, but not less than 15 days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner's recommendation, if any, with respect to the proposal or, if the General Partner makes no recommendation, a vote which is consistent with the vote of the Majority in Interest of all Partners who voted. A proposed amendment shall be adopted and be effective as an amendment hereto if it receives the affirmative vote of a Majority in Interest of the Partners. (b) Notwithstanding Section 8.1(a) hereof, this Agreement shall not be amended without the consent of each Partner adversely affected if such amendment would (i) convert a Limited Partner's interest in the Partnership into a General Partner's interest, (ii) modify the limited liability of a Limited Partner, (iii) except as provided in Section 8.1(c), alter the interest of a Partner in Profits, Losses, component items thereof, or any Partnership distributions, or (iv) remove the General Partner except for cause or add additional General Partners. (c) With the consent of a 50.1% Majority in Interest of the Partners, the General Partner may amend this Agreement to admit new Limited Partners and to change the Partners' respective interests in Profits, Losses, component items thereof, and distributions in order to fairly reflect the value of Capital Contributions made by new or existing Partners in relation to the then value of the Partnership. -15- 8.2 Meetings of the Partners. (a) Meetings of the Partners may be called by the General Partner and shall be called upon the written request of Limited Partners holding 50% or more of the Sharing Percentages. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days or more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or consent of Partners is permitted or required under the Agreement, such vote or consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 8.1 hereof. Except as otherwise expressly provided in the Agreement, the vote of a Majority in Interest of the Partners shall control. (b) For the purpose of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Limited Partner requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than 30 days or less than 10 days before any such meeting. (c) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or his attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it. (d) Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. ARTICLE IX TRANSFERS OF INTERESTS 9.1 Admission of New Partners. Except as provided in Section 8.1(c), no Person shall be admitted as a Partner without the consent of all Partners. Any Person becoming a Partner shall execute, and shall cause his spouse to execute, a written acknowledgment that he has read this Agreement and all amendments hereto and that he agrees to be bound by each and every of its terms and conditions. 9.2 Restriction on Transfers. Unless otherwise provided in this Partnership Agreement, all partnership interests, including voting power, are assignable without the consent of the other parties to this Partnership Agreement. A permitted transfer shall be effective as of the date specified in the instruments relating to the transfer of the Interest in the Partnership unless the Agreement requires a different date. The Interest of any transferee shall be subject to the provisions of this Agreement even if such transferee does not become a Partner, and the Partnership may disregard any -16- transfer until it shall have received the transferee's written acknowledgment that it shall hold the transferred Interest subject to all provisions of this Agreement. 9.3 Notice of Transfers of Partnership Interests. If a person desires to sell any Interest, he must give written notice to the General Partner describing all the terms of that sale (including the Interest to be sold, the purchase price, the terms for payment, the closing date, any conditions to the sale, and the fair market value of any consideration to be given in the form of property), and completely identifying the proposed ultimate purchaser. The General Partner shall immediately notify the other Partners upon receipt of such notice. The Partnership will then have the right to examine, within the 30 days following the closing date described in the seller's notice, the records of the seller and the purchaser to satisfy itself that the sale has been consummated on the terms described in the seller's notice. If the sale is not consummated on those terms and within the time specified in the seller's notice, the Partnership may cancel on its books any transfer of Interest previously made to reflect that sale. 9.4 Prohibited Transfers. Notwithstanding any other provision of this Agreement, no voluntary transfer of an Interest in the Partnership may be made if such transfer would adversely affect the classification of the Partnership as a partnership for Texas franchise tax purposes or violate any applicable provision of federal or state securities laws, and any attempt to do so shall be null and void. 9.5 Right of Transferee to Become a Partner. Until the transferee is admitted as a Partner, no Partner or other person may cast a vote with respect to the transferred Interest, and that Interest will be entirely disregarded for purposes of determining the existence of a quorum or the validity of any action of the Partners. Any person or entity becoming a substituted Partner shall pay the reasonable costs of such substitution plus the reasonable costs and expenses the Partnership may incur in connection with any federal income tax election made by the Partnership that benefits such substituted Partner. 9.6 Right of Partner to Assign Partner's Interest. Notwithstanding the provisions of Sections 9.2 and 9.5 hereof a Partner may assign its Interest and all rights and obligations in connection therewith in the Partnership to any Affiliate of such Partner without first having to obtain the written consent of the Partners. The assignment by a Partner to an Affiliate shall become affective on the date specified in the instruments relating, to the assignment of the Interest of the Partnership. Upon assignment by a Partner, the Affiliate shall become a Partner and the Interest of the Affiliate in the Partnership shall be subject to the provisions of this Agreement. ARTICLE X GENERAL PARTNERS 10.1 Additional General Partners. Except as provided in this Article X and Section 9.1 hereof, no Person shall be admitted to the Partnership as a General Partner without the unanimous consent of the Partners. At any time with the unanimous consent of the Partners any Person -17- (including a Limited Partner) may become a General Partner on such terms and conditions as may be agreed upon. Any person becoming a General Partner will automatically have the rights, authorities, duties, and obligations of a General Partner under this Agreement. 10.2 Resignation and Removal of the General Partner; Conversion of General Partnership Interest. (a) A General Partner may resign at any time on 30 days' written notice to each other Partner. (b) The General Partner may be removed - (i) by a Majority in Interest of the Limited Partners upon the material or repeated breach of this Agreement or any agreement among the General Partner, not inconsistent with this Agreement, concerning the rights and duties of the General Partner; (ii) by a Majority in Interest of the Limited Partners upon any event of withdrawal of that General Partner as defined in paragraphs (a)(4) through (a)(10) of Section 4.02 of the Act; or (iii) at any time with or without cause by a two-thirds Majority in Interest of the Limited Partners. (c) On the day immediately following the General Partner's removal or resignation, or on the day immediately following the transfer of any portion of a General Partner's Interest to a Person who has not been admitted as a General Partner, his Interest (or that portion which has been transferred) shall be automatically converted into a limited partner Interest, except that he shall continue to be responsible, as if he had continued as a General Partner, for any deficit balance in his Capital Account as of the date his interest is converted and he shall continue to be entitled to allocations under subsection 3.1 (b) of this Agreement. 10.3 Covenant Not to Withdraw, Transfer or Dissolve. Except as otherwise permitted by this Agreement, the General Partner hereby covenants and agrees not to (a) withdraw or attempt to withdraw from the Partnership, (b) exercise any power under this Act to dissolve the Partnership, or (c) transfer all or any portion of his interest in the Partnership as a General Partner. Further, the General Partner hereby covenants and agrees to continue to carry out the duties of a General Partner hereunder until the Partnership is wound up and liquidated pursuant to Article XI hereof. -18- ARTICLE XI WITHDRAWAL AND WINDING UP 11.1 Withdrawal by a Partner. An event of withdrawal of a Partner occurs on: (a) Receipt by the Partnership of notice of the Partner's express will to withdraw as a Partner on the date of receipt of the notice or on a later date specified in the notice (whether or not such a withdrawal is in contravention of this Agreement); (b) Application by the Partnership or another Partner for the Partner's expulsion by judicial decree; or (c) Termination of a Partner's existence, or, in the case of a Partner who is an individual, such Partner's death or the appointment of a guardian or a general conservator for such Partner. 11.2 Redemption of Withdrawing Partner's Interest if Partnership Not Wound Up. Except as otherwise provided in this Agreement, no Partner shall have the right (by statute or otherwise) to have his Interest redeemed or repurchased upon his withdrawal. If an event of withdrawal occurs, the Interest of the withdrawing Partner may be redeemed by the Partnership as of the date of withdrawal as described in this section, which shall also be considered the "date of closing." If the Partnership elects to redeem the withdrawing Partner's Interest, the withdrawing Partner will be entitled to be indemnified by the Partnership against all liability to Partnership creditors for Partnership obligations and to have the net fair market value of his Partnership Interest, less his Partner Obligation. If a Partner's Obligation exceeds the amount payable to him for his Interest, he shall remit the net amount of his Partner Obligation in accordance with its terms, and no amount shall be payable to him. If an event occurs within 60 days of the withdrawal that requires a winding up of the Partnership, then any redemption which the Partnership has elected to make shall be rescinded and the withdrawing Partner shall be deemed to have continued to be a Partner through the winding up. 11.3 Distribution in Liquidation of a Partner's Interest. If the Interest of a Partner is liquidated (other than by a purchase by another Partner or the Partnership) any distribution to that Partner shall be made in an amount equal to the positive balance of that Partner's Capital Account, after giving effect to all contributions, distributions, and allocations for all periods including the year during which such liquidation occurs, in compliance with Treas. Regs. Section 1.704-1(b)(2)(ii)(b)(2). If that Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all periods, including the year during which such liquidation occurs), and if that Partner has an obligation under this Agreement to restore any negative balance in his Capital Account, that Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Treas. Regs. Section 1.704-1(b)(2)(ii)(b)(3). Such deficit restoration obligation on the part of the Partner shall be considered to be a debt to only the Partnership and to no other party. A Partner shall also remain liable for any -19- other Partner Obligation he may have to the Partnership, and the Partnership may offset any distribution due to a Partner against any such Partner Obligation. If a Partner's Obligation exceeds the amount payable to him for his Interest, he shall remit the net amount of his Partner Obligation in accordance with its terms, and no amount shall be payable to him. 11.4 Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following ("Liquidating Events"): (a) The sale of all or substantially all of the Partnership's Property; (b) The unanimous vote of all the Partners to dissolve, wind up, and liquidate the Partnership; (c) The happening of any other event that makes it unlawful, impossible, or impractical to carry on the business of the Partnership; or (d) The expulsion, bankruptcy, or other event of withdrawal of a General Partner or of the sole remaining General Partner. 11.5 Winding Up. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business and affairs. The General Partner (or, in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners) shall be responsible for overseeing the winding up and dissolution of the Partnership, including the filing of a certificate of cancellation as required by Section 2.03 of the Act, and shall take full account of the Partnership's liabilities and property. Each Partner shall repay or remain liable for any Partner Obligation which he owes the Partnership in accordance with its terms, and the General Partner is authorized to employ all legal remedies for the collection of such monies. The Partnership's property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order: (a) First, to the payment and discharge of all of the Partnership's debts and liabilities to creditors other than the Partners; (b) Second, to the payment and discharge of all of the Partnership's debts and liabilities to the Limited Partners; (c) Third, to the payment and discharge of all of the Partnership's debts and liabilities to the General Partner; and (d) Thereafter, the balance, if any, to the Partners in proportion of the positive balances of their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods. -20- 11.6 No Additional Compensation. No General Partner shall receive any additional compensation for any services performed pursuant to this Article XI. 11.7 Compliance With Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Treas. Regs. Section 1.704-1(b)(2)(ii)(g), then (a) distributions shall be made pursuant to this Article XI to the Partners who have positive Capital Accounts in compliance with Treas. Regs. Section 1.704-1(b)(2)(ii)(b) (2), and (b) if the General Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Treas. Regs. Section 1.704-1(b)(2)(ii)(b)(3). Such deficit restoration obligation on the part of the General Partner shall be considered to be a debt to only the Partnership and to no other party and it shall be incurred by the General Partner upon liquidation as provided herein. If any Limited Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make, any contribution to the capital of the Partnership with respect to such deficit except to the extent that the Limited Partner is otherwise obligated to make a Capital Contribution under this Agreement, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. If a Partner's Obligation exceeds the amount payable to him for his Interest, he shall remit the net amount of his Partner Obligation in accordance with its terms, and no amount shall be payable to him. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Article XI may be distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contested, contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners, from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed among the Partners pursuant to this Agreement. 11.8 Consequences of a Tax Termination. Notwithstanding any other provision of this Article XI, in the event the Partnership is liquidated within the meaning of Treas. Regs. 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. 11.9 Rights of Limited Partner. Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of his Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership. -21- ARTICLE XII POWER OF ATTORNEY 12.1 General Partner as Attorney-In-Fact. The Limited Partner hereby makes, constitutes, and appoints each General Partner and any successor General Partner, with full power of substitution and resubstitution, his true and lawful attorney-in-fact for him and in his name, place, and stead and for his use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as it now reads or is hereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, amendments or changes to reflect (i) the exercise by the General Partner of any power granted to it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any substituted Partner; and (iv) the disposition by any Partner of its interest in the Partnership; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Texas or any other state or jurisdiction in which the Partnership is doing or intends to do business. The Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as the Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof. 12.2 Nature of Special Power. The power of attorney granted pursuant to this Article XII: (a) is a special power of attorney coupled with an interest and is irrevocable; (b) may be exercised by any such attorney-in-fact by setting forth the name of the Limited Partner executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for the Limited Partner; and (c) shall survive the death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the Limited Partner and shall survive the delivery of an assignment by the Limited Partner of the whole or a portion of his Interest in the Partnership, except that where the assignment is of the Limited Partner's entire Interest in the Partnership and the assignee, with the consent of the General Partner, is admitted as a substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution. -22- ARTICLE XIII MISCELLANEOUS 13.1 Notices. Any notice, request, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally to the Person or to an officer of the Person to whom the same is directed, or sent by regular, registered, or certified mail, by overnight courier or telecopy, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Partners: (a) If to the Partnership, at the address set forth in Section 1.5 hereof; and (b) If to the General Partner or a Limited Partner, to the address set forth in Exhibit "A" hereto. Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally or if sent by overnight courier, telecopy or regular mail, or three days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, if sent by registered or certified mail, postage and charges prepaid. If an attempt to give notice by facsimile transmission fails because of any problem with the recipient's designated facsimile number or facsimile equipment, such notice will nevertheless be considered to have been effected on the day of that attempted transmission if it is also transmitted that day by overnight delivery to the recipient and is actually received on the next following day. Any Person may from time to time specify a different address by notice to the Partnership and the Partners. 13.2 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legatees, legal representatives, successors, transferees, and assigns. 13.3 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any party. 13.4 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof. 13.5 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. 13.6 Incorporation by Reference. Every exhibit, schedule, and other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference. -23- 13.7 Further Action. Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement. 13.8 Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the Person or Persons may require. The use .of the singular shall include a reference to the plural and vice-versa unless the context clearly requires otherwise. 13.9 Governing Law. The internal laws, but not the law of conflicts, of the State of Texas shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners. 13.10 Waiver of Action for Partition. Each of the Partners irrevocably waives any right that he may have to maintain any action for partition with respect to any of the Partnership's property. 13.11 Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute one agreement. 13.12 Sole and Absolute Discretion. Except as otherwise provided in this Agreement, all actions which the General Partner may take and all determinations which the General Partner may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of such General Partner. -24- Executed to be effective on January 5, 2000. GENERAL PARTNER: By: SANMINA GENERAL, LLC a Delaware limited liability company By:__________________________________ Name:________________________________ Title:_______________________________ LIMITED PARTNER: By: SANMINA LIMITED, LLC A Delaware limited liability company By:__________________________________ Name:________________________________ Title:_______________________________ EXHIBIT "A" TO THE AGREEMENT OF LIMITED PARTNERSHIP OF SANMINA TEXAS, L.P. GENERAL PARTNER

NAME, ADDRESS AND INITIAL CAPITAL TELECOPY NUMBER CONTRIBUTION CONTRIBUTION SHARING PERCENTAGE - -------------------- -------------------- --------------- ------------------ Sanmina General, LLC 79 shares of common 1.00% 1.00% 1201 W. Crosby Rd stock of Sanmina Carrollton, TX 77002 Cable Systems, Inc. 972-323-3640

LIMITED PARTNER

NAME, ADDRESS AND INITIAL CAPITAL TELECOPY NUMBER CONTRIBUTION CONTRIBUTION SHARING PERCENTAGE - -------------------- ----------------- ---------------- ------------------- Sanmina Limited, LLC 7,856 shares of 99.00% 99.00% 2700 N. First Street common stock of San Jose, CA 95131 Sanmina Cable Systems, Inc.

EX-3.2.20 84 f88326exv3w2w20.txt EXHIBIT 3.2.20 EXHIBIT 3.2.20 MANU-TRONICS, INC. a Wisconsin corporation (Effective as of March 30, 1999 pursuant to the Agreement and Plan of Merger among Sanmina-SCI Corporation, SANM Acquisition Subsidiary, Inc. and Manu-tronics, Inc.) **** BYLAWS **** ARTICLE I OFFICES Section 1. The registered office shall be located in Madison, Wisconsin. Section 2. The corporation may also have offices at such other places both within and without the State of Wisconsin as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II ANNUAL MEETINGS OF SHAREHOLDERS Section 1. All meetings of shareholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors. Section 2. Annual meetings of shareholders, commencing with the year 1999, shall be held on the 1st day of May, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00AM, at which they shall elect, pursuant to law, a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written or printed notice of the annual meeting, stating the date, time, and place of the meeting, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. ARTICLE III SPECIAL MEETINGS OF SHAREHOLDERS Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Wisconsin as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the charter, may be called by the president, the board of directors, such other officers or persons provided in the articles of incorporation, or upon written demand of at least ten percent (10%) of all of the votes entitled to be cast on any issue proposed to be considered. Section 3. Written or printed notice of a special meeting stating the date, time, and place of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. ARTICLE IV QUORUM AND VOTING OF STOCK Section 1. A majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of the voting group for action on that matter, except as otherwise provided by statute or by the charter. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 2. If a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the vote of a greater number of affirmative votes is required by law or the articles of incorporation. Section 3. Each outstanding share, regardless of class, shall be entitled to one vote on each matter voted on at a meeting of shareholders unless the articles of incorporation or law provides otherwise. A shareholder may vote either in person or by proxy as provided for in a signed appointment form executed by the shareholder or by his duly authorized attorney-in-fact. Section 4. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting (1) if one or more written consents setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, or (2) if -2- so provided in the articles of incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting groups) of votes that would be necessary to authorize or take the action at a meeting at which all the shareholders entitled to vote were present and voted. ARTICLE V DIRECTORS Section 1. The number of directors shall be one (1). Unless the articles of incorporation otherwise provide, directors need not be residents of the State of Wisconsin nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first meeting of shareholders. Section 2. Unless the articles of incorporation provide otherwise, any vacancy occurring on the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, the vacancy may be filled by the affirmative vote of a majority of the directors remaining in office. Section 3. The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders. Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Wisconsin, at such place or places as they may from time to time determine. Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Wisconsin. Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting or it may convene at such place and time as shall be fixed by the consent in writing of all the directors. No notice of such -3- meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board. Section 4. Special meetings of the board of directors may be called on four (4) days' notice to each director, either personally, by mail or by telegram. Section 5. Attendance or participation of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director, at the beginning of the meeting (or promptly upon his arrival), objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of the notice of such meeting. Section 6. One of the directors shall constitute a quorum for the transaction of business, unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present. Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. ARTICLE VII COMMITTEES Section 1. The board of directors may create two (2) or more committees that may consist of two (2) or more members of the board. Committee members shall serve at the board of directors' pleasure. To the extent specified by the board of directors or articles of incorporation, each committee shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise provided by law. ARTICLE VIII NOTICES Section 1. Whenever notice is required to be given to any director or shareholder under the provisions of the statutes, the articles of incorporation or these by-laws, it shall be construed to mean written notice, which may be by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice to directors may also be given by telegram. -4- Section 2. Whenever notice is required to be given under the provisions of the statutes, the articles of incorporation or these by-laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE IX OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors, and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers Section 2. The board of directors, at its first meeting after each annual meeting of shareholders, shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -5- THE SECRETARY AND ASSISTANT SECRETARIES Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders, and shall record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation, and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control, belonging to the corporation. Section 14. The assistant treasurer or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -6- ARTICLE X CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Each share certificate shall be signed by the president or a vice-president and the secretary or treasurer or an assistant secretary or treasurer of the corporation, or by the board of directors, and may be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue different classes of shares or different series within a class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights applicable to each class, and the variations in the relative rights, preferences, and limitations determined for each series and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. Section 2. The signatures of the persons signing a share certificate may be facsimiles. In case any person who has signed, or whose facsimile signature has been placed upon such certificate, shall have ceased to hold such office before such certificate is issued, the certificate is nevertheless valid. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation, which is alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed. TRANSFERS OF SHARES Section 4. Upon surrender, to the corporation or the transfer agent of the corporation, of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate shall be cancelled and the transaction recorded upon the books of the corporation. FIXING RECORD DATE Section 5. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix a record date, in advance, that may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. -7- REGISTERED SHAREHOLDERS Section 6. The corporation shall be entitled to recognize a person, registered on its books as the owner of shares, as having the exclusive right to receive dividends and to vote with respect to shares shown to be owned, and as being exclusively liable for calls and assessments upon shares shown to be owned, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Wisconsin. LIST OF SHAREHOLDERS Section 7. A list of shareholders as of the record date, prepared in alphabetical order, arranged by voting group, showing the address of and the number of shares held by each shareholder, and certified by the corporate officer responsible for its preparation or the transfer agent, shall be open for inspection at any meeting of shareholders. ARTICLE XI GENERAL PROVISIONS DIVIDENDS Section 1. Subject to the law and any applicable provisions of the articles of incorporation, dividends may be declared by the board of directors at any regular or special meeting, and may be paid in cash, in property or in shares of the corporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper, as a reserve fund to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. CHECKS Section 3. All checks or demands for money, and notes of the corporation, shall be signed by such officer or officers, or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors. -8- SEAL Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Wisconsin". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. ARTICLE XII AMENDMENTS Section 1. These by-laws may be amended or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board unless the articles of incorporation or law reserve this power to the shareholders. -9- EX-3.2.21 85 f88326exv3w2w21.txt EXHIBIT 3.2.21 EXHIBIT 3.2.21 BY-LAWS OF HADCO CORPORATION a Massachusetts corporation Effective June 23, 2000 pursuant to the Agreement and Plan of Merger among Sanmina-SCI Corporation, SANM Acquisition Subsidiary, Inc. and Hadco Corporation TABLE OF CONTENTS

PAGE ---- ARTICLE 1 Articles of Organization................................... 1 ARTICLE 2 Fiscal Year................................................ 1 ARTICLE 3 Meetings of Stockholders................................... 1 Section 3.1 Annual Meeting.................................. 1 Section 3.2 Special Meetings................................ 2 Section 3.3 Place of Meetings............................... 2 Section 3.4 Notice of Meetings.............................. 3 Section 3.5 Quorum.......................................... 3 Section 3.6 Action without Meeting.......................... 4 Section 3.7 Proxies and Voting.............................. 4 ARTICLE 4 Directors.................................................. 5 Section 4.1 Enumeration, Election and Term of Office........ 5 Section 4.2 Powers.......................................... 6 Section 4.3 Meetings of Directors........................... 6 Section 4.4 Quorum of Directors............................. 7 Section 4.5 Consent in Lieu of Meeting and Participation in Meetings by Communications Equipment......... 7 Section 4.6 Committees...................................... 8 ARTICLE 5 Officers................................................... 8 Section 5.1 Enumeration, Election and Term of Office........ 8 Section 5.2 President and Chairman of the Board............. 9 Section 5.3 Treasurer and Assistant Treasurer............... 9 Section 5.4 Clerk and Assistant Clerk....................... 10 Section 5.5 Secretary of the Board and Assistant Secretary.. 10 Section 5.6 Temporary Clerk and Temporary Secretary......... 11 Section 5.7 Other Powers and Duties......................... 11 ARTICLE 6 Resignations, Removals and Vacancies...................... 11 Section 6.1 Resignations.................................... 11 Section 6.2 Removals........................................ 11 Section 6.3 Vacancies....................................... 12 ARTICLE 7 Provisions Relative to Directors, Officers Stockholders and Employees......................................................... 13 Section 7.1 Certain Contracts and Transactions.............. 13 Section 7.2 Indemnification................................. 14

- i - TABLE OF CONTENTS (CONT'D)

PAGE ---- ARTICLE 8 Stock...................................................... 15 Section 8.1 Stock Authorized................................ 15 Section 8.2 Issue of Authorized Unissued Capital Stock...... 15 Section 8.3 Certificates of Stock........................... 16 Section 8.4 Replacement Certificate......................... 17 Section 8.5 Transfers....................................... 17 Section 8.6 Record Date..................................... 18 ARTICLE 9 Miscellaneous Provisions................................... 18 Section 9.1 Execution of Papers............................. 18 Section 9.2 Voting of Securities............................ 19 Section 9.3 Corporate Seal.................................. 19 Section 9.4 Corporate Records............................... 19 ARTICLE 10 Amendments................................................ 19

- ii - BY-LAWS OF HADCO CORPORATION (Effective June 23, 2000 pursuant to the Agreement and Plan of Merger among Sanmina-SCI Corporation, SANM Acquisition Subsidiary, Inc. and Hadco Corporation) ARTICLE 1 Articles of Organization The name and purposes of the Corporation shall be as set forth in the Articles of Organization. These By-Laws, the powers of the Corporation and its Directors and stockholders, and all matters concerning the conduct and regulation of the business of the Corporation, shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization. All references in these By-Laws to the Articles of Organization shall be construed to mean the Articles of Organization of the Corporation as from time to time amended or restated. ARTICLE 2 Fiscal Year Except as from time to time otherwise determined by the Directors, the fiscal year of the Corporation shall be the twelve months ending on December 31. ARTICLE 3 Meetings of Stockholders Section 3.1 Annual Meeting The Annual Meeting of the Stockholders shall be held at 10:00 o'clock A.M. on the second Tuesday of April in each year, if not a legal holiday, and, if a legal holiday, then on the next secular day following, or at such other date and time within six months after the end of the Corporation's fiscal year as shall be designated from time to time by the Board of Directors, the Chairman of the Board or the President and stated in the notice of the meeting. Purposes for which an Annual Meeting is to be held, additional to those prescribed by law and these By-Laws, may be specified by the President or by the Directors. If such Annual Meeting has not been held as herein provided, a Special Meeting of the Stockholders in Lieu of the Annual Meeting may be held, and any business transacted or elections held at such Special Meeting shall have the same effect as if transacted or held at the Annual Meeting, and in such case all references to these By-Laws, except in this Section 3.1, to the Annual Meeting of the Stockholders shall be deemed to refer to such Special Meeting. Any such Special Meeting shall be called, and the purposes thereof shall be specified in the Call, as provided in Section 3.2 of this Article 3. Section 3.2 Special Meetings A Special Meeting of the Stockholders may be called at any time by the President, or by a majority of the Directors acting by vote or by written instrument or instruments signed by them. A Special Meeting of Stockholders shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who hold at least one-tenth part in interest of the stock entitled to vote at the meeting. Such Call shall state the time, place, and purposes of the meeting. Section 3.3 Place of Meetings All meetings of the stockholders shall be held at the principal office of the Corporation in Massachusetts, unless a different place within Massachusetts or, if permitted by the Articles of Organization, elsewhere within the United States is designated by the Chairman of the Board of -2- Directors, the President, or by a majority of the Directors acting by vote or by written instrument or instruments signed by them. Any adjourned session of any meeting of the stockholders shall be held at such place within Massachusetts or, if permitted by the Articles of Organization, elsewhere within the United States as is designated in the vote of adjournment. Section 3.4 Notice of Meetings A written Notice of the place, date and hour of all meetings of stockholders stating the purposes of the meeting shall be given at least seven (7) days before the meeting to each stockholder entitled to vote thereat, by leaving such Notice with him or at his residence or usual place of business, or by mailing, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the Corporation. Such Notice shall be given by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer or by a person designated either by the Clerk, by the person or persons calling the meeting or by the Board of Directors. Whenever Notice of a meeting is required to be given a stockholder under any provision of law, of the Articles of Organization, or of these By-Laws, a written Waiver thereof, executed before or after the meeting by such stockholder or his attorney thereunto authorized, and filed with the records of the meeting, shall be deemed equivalent to such Notice. Section 3.5 Quorum At any meeting of the stockholders, a quorum for the election of any Director or for the consideration of any question shall consist of a majority in interest of all stock issued, outstanding and entitled to vote at such election or upon such question, respectively, except that if two or more classes of stock are entitled to vote as separate classes for the election of any Director or upon any question, then in the case of each such class a question for the election of any Director or for the -3- consideration of such question shall consist of a majority in interest of all stock of that class issued, outstanding and entitled to vote thereon. Stock owned by the Corporation, if any, except stock held directly or indirectly by it in a fiduciary capacity, shall be disregarded in determining any quorum. Whether or not a quorum is present, any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, and the meeting may be held as adjourned without further notice. When a quorum for an election is present at any meeting, a plurality of the votes properly cast for any office shall elect such office. When a quorum for the consideration of a question is present at any meeting, a majority of the votes properly cast upon the question shall decide the question; except that if two or more classes of stock are entitled to vote as separate classes upon such question, then in the case of each such class a majority of the votes of such class properly cast upon the question shall decide the vote of that class upon the question; and except in any case where a larger vote is required by law or by the Articles of Organization. Section 3.6 Action without Meeting Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing and the written Consents are filed with the records of the meetings of stockholders. Such Consents shall be treated for all purposes as a vote at a meeting. Section 3.7 Proxies and Voting Except as may otherwise be provided in the Articles of Organization, stockholders entitled to vote shall have one vote for each share of stock entitled to vote owned by them. Stockholders entitled to vote may vote in person or by proxy. Except as otherwise provided by law, no proxy -4- dated more than six (6) months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Corporation receives specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Proxies shall be filed with the Clerk, or person performing the duties of clerk, at the meeting, or any adjournment thereof, before being voted. The Corporation shall not, directly or indirectly, vote upon any share of its own stock; but nothing herein shall be construed as limiting the right of the Corporation to vote shares of stock held directly or indirectly by it in a fiduciary capacity. ARTICLE 4 Directors Section 4.1 Enumeration, Election and Term of Office There shall be a Board of Directors of the Corporation, the number to be determined by the stockholders. The Board of Directors shall consist of not less than three (3) Directors, except that whenever there shall be only two (2) stockholders the number of Directors shall be not less than two (2), and whenever there shall be only one (1) stockholder the number of Directors shall be not less than one (1). The Board of Directors may be enlarged by the stockholders at any meeting or by vote of a majority of the Directors then in office. The Directors shall be chosen at the Annual Meeting of the Stockholders by such stockholders as have the right to vote thereon, and each shall hold office until the next annual election of Directors and until his successor is chosen and qualified -5- or until he sooner dies, resigns, is removed or becomes disqualified. Any election of Directors by stockholders shall be by ballot if so requested by any stockholder entitled to vote thereon. No Director need be a stockholder. Section 4.2 Powers The business of the Corporation shall be managed by the Board of Directors, which shall exercise all the powers of the Corporation except as otherwise required by law, by the Articles of Organization or by these By-Laws. In the event of one or more vacancies in the Board of Directors, the remaining Directors, if at least two (2) Directors still remain in office, may exercise the powers of the full Board until such vacancy or vacancies are filled. Section 4.3 Meetings of Directors Regular meetings of the Directors may be held without notice at such places and at such times as may be fixed from time to time by the Directors. A regular meeting of the Directors may be held without notice immediately following the Annual Meeting of Stockholders or any Special Meeting held in lieu thereof. Special Meetings of Directors may be called by the Chairman of the Board, the President, the Treasurer or any two (2) or more Directors, or if there shall be less than three (3) Directors by any one (1) Director, and shall be held at such time and place as specified in the Call. Reasonable notice of each special meeting of the Directors shall be given to each Director. Such notice may be given by the Secretary or Assistant Secretary of the Board, the Clerk or any Assistant Clerk or by the officer or one of the Directors calling the meeting. Notice to a Director shall in any case be sufficient if sent by telegram at least forty-eight (48) hours or by mail at least ninety-six (96) hours before the meeting addressed to him at his usual or last known business or residence address, or if -6- given to him at least forty-eight (48) hours before the meeting in person or by telephone or by handing him a written Notice. Notice of a meeting need not be given to any Director if a written Waiver of Notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A Notice or Waiver of Notice need not specify the purposes of the meeting. Section 4.4 Quorum of Directors At any meeting of the Directors, a quorum for any election or for the consideration of any question shall consist of a majority of the Directors then in office. Whether or not a quorum is present any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, and the meeting may be held as adjourned without further Notice. When a quorum is present at any meeting, the votes of a majority of the Directors present shall be requisite and sufficient for election to any office and shall decide any question brought before such meeting, except in any case where a larger vote is required by law, by the Articles of Organization or by these By-Laws. Section 4.5 Consent in Lieu of Meeting and Participation in Meetings by Communications Equipment Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Directors consent to the action in writing and the written Consents are filed with the records of the meetings of the Directors. Such Consents shall be treated for all purposes as a vote of the Directors at a meeting. -7- Members of the Board of Directors or any Committee designated thereby may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. Section 4.6 Committees By vote of a majority of the Directors then in office, the Directors may elect from their own number an Executive Committee or other Committees and may by like vote delegate to any such Committee some or all of their powers except those which by law may not be delegated. ARTICLE 5 Officers Section 5.1 Enumeration, Election and Term of Office The officers of the Corporation shall include a President, a Treasurer and a Clerk, who shall be chosen by the Directors at their first meeting following the Annual Meeting of the Stockholders. Each of them shall hold his office until the next annual election to the office which he holds and until his successor is chosen and qualified or until he sooner dies, resigns, is removed or becomes disqualified. The Directors may choose one of their number to be Chairman of the Board and determine his powers, duties and term of office. The Directors may at any time appoint such other officers, including one or more Vice Presidents, Assistant Treasurers, Assistant Clerks, Secretary of the Board and an Assistant Secretary of the Board as they deem wise, and may determine their respective powers, duties and terms of office. -8- No officer need be a stockholder or a Director except that the Chairman of the Board shall be a Director. The same person may hold more than one office. Section 5.2 President and Chairman of the Board The President shall be the Chief Executive Officer of the Corporation and, subject to the control and direction of the Directors, shall have general supervision and control of the business of the Corporation. He shall preside at all meetings of the stockholders at which he is present, and, if he is a Director, at all meetings of the Directors if there shall be no Chairman of the Board or in the absence of the Chairman of the Board. If there shall be a Chairman of the Board, he shall make his counsel available to the other officers of the Corporation, and shall have such other duties and powers as may from time to time be conferred on him by the Directors. He shall preside at all meetings of the Directors at which he is present, and, in the absence of the President, at all meetings of stockholders. Section 5.3 Treasurer and Assistant Treasurer The Treasurer shall have the custody of the funds and valuable books and papers of the Corporation, except such as are directed by these By-Laws to be kept by the Clerk or by the Secretary of the Board. He shall perform all other duties usually incident to his office, and shall be at all times subject to the control and direction of the Directors. If required by the Directors, he shall give bond in such form and amount and with such sureties as shall be determined by the Directors. If the Treasurer is absent or unavailable, any Assistant Treasurer shall have the duties and powers of Treasurer and shall have such further duties and powers as the Directors shall from time to time determine. -9- Section 5.4 Clerk and Assistant Clerk If the Corporation shall not have a resident agent appointed pursuant to law, the Clerk shall be a resident of the Commonwealth of Massachusetts. The Clerk shall record all proceedings of the stockholders in a book to be kept therefor. In case a Secretary of the Board is not elected, the Clerk shall also record all proceedings of the Directors in a book to be kept therefor. If the Corporation shall not have a transfer agent, the Clerk shall also keep or cause to be kept the stock and transfer records of the Corporation, which shall contain the names of all stockholders and the record address and the amount of stock held by each. If the Clerk is absent or unavailable, any Assistant Clerk shall have the duties and powers of the Clerk and shall have such further duties and powers as the Directors shall from time to time determine. Section 5.5 Secretary of the Board and Assistant Secretary If a Secretary of the Board is elected, he shall record all proceedings of the Directors in a book to be kept therefor. If the Secretary of the Board is absent or unavailable, any Assistant Secretary shall have the duties and powers of the Secretary and shall have such further duties and powers as the Directors shall from time to time determine. If no Secretary or Assistant Secretary has been elected, or if, having been elected, no Secretary or Assistant Secretary is present at a meeting of the Directors, the Clerk or an Assistant Clerk shall record the proceedings of the Directors. -10- Section 5.6 Temporary Clerk and Temporary Secretary If no Clerk or Assistant Clerk shall be present at any meeting of the stockholders, or if no Secretary, Assistant Secretary, Clerk or Assistant Clerk shall be present at any meeting of the Directors, the person presiding at the meeting shall designate a Temporary Clerk or Secretary to perform the duties of Clerk or Secretary. Section 5.7 Other Powers and Duties Each officer shall, subject to these By-Laws and to the control and direction of the Directors, have in addition to the duties and powers specifically set forth in these By-Laws, such duties and powers as are customarily incident to his office and such additional duties and powers as the Directors may from time to time determine. ARTICLE 6 Resignations, Removals and Vacancies Section 6.1 Resignations Any Director or officer may resign at any time by delivering his resignation in writing to the President or the Clerk or to a meeting of the Directors. Such resignations shall take effect at such time as is specified therein, or if no such time is so specified, then upon delivery thereof to the President or the Clerk or to a meeting of the Directors. Section 6.2 Removals Directors, including Directors elected by the Directors to fill vacancies in the Board, may be removed with or without assignment of cause by vote of the holders of a majority of the shares entitled to vote in the election of Directors, provided that the Directors of a class elected by a -11- particular class of stockholders may be removed only by the vote of the holders of a majority of the shares of the particular class of stockholders entitled to vote for the election of such Directors. The Directors may terminate or modify the authority of any agent or employee. The Directors may remove any officer from office with or without assignment of cause by vote of a majority of the Directors then in office. The Directors may by vote of a majority of the Directors then in office remove any Director for cause. If cause is assigned for removal of any Director or officer, such Director or officer may be removed only after a reasonable notice and opportunity to be heard before the body proposing to remove him. No Director or officer who resigns or is removed shall have any right to any compensation as such Director or officer for any period following his resignation or removal, or any right to damages on account of such removal whether his compensation be by the month or by the year or otherwise; provided, however, that the foregoing provision shall not prevent such Director or officer from obtaining damages for breach of any contract of employment legally binding upon the Corporation. Section 6.3 Vacancies Any vacancy in the Board of Directors, including a vacancy resulting from an enlargement of the Board, may be filled by vote of a majority of the Directors then in office or, in the absence of such election by the Directors, by the stockholders at a meeting called for the purpose; provided, however, that any vacancy created by the stockholders may be filled by the stockholders at the same meeting at which such action was taken by them. -12- If the office of any officer becomes vacant, the Directors may choose or appoint a successor by vote of a majority of the Directors present at the meeting at which such choice or appointment is made. Each such successor shall hold office for the unexpired term of his predecessor and until his successor shall be chosen or appointed and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. ARTICLE 7 Provisions Relative to Directors, Officers, Stockholders and Employees Section 7.1 Certain Contracts and Transactions In the absence of fraud or bad faith, no contract or transaction by this corporation shall be void, voidable or in any way affected by reason of the fact that the contract or transaction is (a) with one or more of its officers, Directors, stockholders or employees, (b) with a person who is in any way interested in this corporation or (c) with a corporation, organization or other concern in which an officer, Director, stockholder or employee of this corporation is an officer, director, stockholder, employee or in any way interested. The provisions of this section shall apply notwithstanding the fact that the presence of a Director or stockholder, with whom a contract or transaction is made or entered into or who is an officer, director, stockholder or employee of a corporation, organization or other concern with which a contract or transaction is made or entered into or who is in any way interested in such contract or transaction, was necessary to constitute a quorum at the meeting of the Directors (or any authorized committee thereof) or stockholders at which such contract or transaction was authorized and/or that the vote of such Director or stockholder was necessary for the adoption of such contract or transaction, provided that if said interest was material, it shall have been -13- known or disclosed to the Directors or stockholders voting at said meeting on said contract or transaction. A general notice to any person voting on said contract or transaction that an officer, Director, stockholder or employee has a material interest in any corporation, organization or other concern shall be sufficient disclosure as to such officer, Director, stockholder or employee with respect to all contracts and transactions with such corporation, organization or other concern shall be sufficient disclosure as to such officer, Director, stockholder or employee with respect to all contracts and transactions with such corporation, organization or other concern. This section shall be subject to amendment or repeal only by action of the stockholders. Section 7.2 Indemnification Each Director, officer, employee and other agent of the corporation, and any person who, at the request of the corporation, serves as a director, officer, employee or other agent of another organization in which the corporation directly or indirectly owns shares or of which it is a creditor shall be indemnified by the corporation against any cost, expense (including attorneys, fees), judgment, liability and/or amount paid in settlement reasonably incurred by or imposed upon him in connection with any action, suit or proceeding (including any proceeding before any administrative or legislative body or agency), to which he may be made a party or otherwise involved or with which he shall be threatened, by reason of his being, or related to his status as a director, officer, employee or other agent of the corporation or of any other organization in which the corporation directly or indirectly owns shares or of which the corporation is a creditor, which other organization he serves or has served as director, officer, employee or other agent at the request of the corporation (whether or not he continues to be an officer, Director, employee or other agent of the corporation or such -14- other organization at the time such action, suit or proceeding is brought or threatened), unless such indemnification is prohibited by the Business Corporation Law of the Commonwealth of Massachusetts. The foregoing right of indemnification shall be in addition to any rights to which any such person may otherwise be entitled and shall inure to the benefit of the executors or administrators of each such person. The corporation may pay the expenses incurred by any such person in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by such person to repay such payment if it is determined that such person is not entitled to indemnification hereunder. This section shall be subject to amendment or repeal only by action of the stockholders. ARTICLE 8 Stock Section 8.1 Stock Authorized The total number of shares and the par value, if any, of each class of stock which the Corporation is authorized to issue, and if more than one class is authorized, the descriptions, preferences, voting powers, qualifications and special and relative rights and privileges as to each class and any series thereof, shall be as stated in the Articles of Organization. Section 8.2 Issue of Authorized Unissued Capital Stock Any unissued capital stock from time to time authorized under the Articles of Organization and Amendments thereto may be issued, and any shares of capital stock restored to the status of authorized but unissued stock may be reissued, by vote of the Directors. No stock shall be issued unless the cash, so far as due, or the property, services or expenses for which it was authorized to be -15- issued, has been actually received or incurred by, or conveyed or rendered to, the Corporation, or is in its possession as surplus. Section 8.3 Certificates of Stock Each stockholder shall be entitled to a certificate in such form as may be prescribed from time to time by the Directors or stockholders, stating the number and the class and the designation of the series, if any, of the shares held by him. Such certificates shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer. Such signatures may be facsimiles if the certificate is signed by a transfer agent, or by a registrar, other than a Director, officer or employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the time of its issue. Every certificate issued by the Corporation for shares of stock at a time when such shares are subject to any restriction on transfer pursuant to the Articles of Organization, the By-Laws or any agreement to which the Corporation is a party shall have the restriction noted conspicuously on the certificate and shall also set forth on the face or back of the certificate either the full text of the restriction, or a statement of the existence of such restriction and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. Every stock certificate issued by the Corporation at a time when it is authorized to issue more than one class or series of stock shall set forth upon the face or back of the certificate either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series, if any, authorized to be issued, as set forth in the Articles of Organization, or a -16- statement of the existence of such preferences, powers, qualifications and rights and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. Section 8.4 Replacement Certificate In case of the alleged loss or destruction or the mutilation of a certificate of stock, a new certificate may be issued in place thereof, upon such conditions as the Directors may determine. Section 8.5 Transfers Subject to the restrictions, if any, imposed by the Articles of Organization, the By-Laws or any agreement to which the Corporation is a party, shares of stock shall be transferred on the books of the Corporation only by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment of such shares or by a written power of attorney to sell, assign or transfer such shares, properly executed, with necessary transfer stamps affixed, and with such proof that the endorsement, assignment or power of attorney is genuine and effective as the Corporation or its transfer agent may reasonably require. Except as may otherwise be required by law, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-Laws. It shall be the duty of each stockholder to notify the Corporation of his post office address. -17- Section 8.6 Record Date The Directors may fix in advance a time, which shall be not more than sixty (60) days before the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such date shall have such right, notwithstanding any transfer of stock on the books of the Corporation after the record date; or without fixing such record date the Directors may for any such purposes close the transfer books for all or any part of such period. If no record date is fixed and the transfer books are not closed: (1) The record date for determining stockholders having the right to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given. (2) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors acts with respect thereto. ARTICLE 9 Miscellaneous Provisions Section 9.1 Execution of Papers All deeds, leases, transfers, contracts, bonds, notes, releases, checks, drafts and other obligations authorized to be executed on behalf of the Corporation shall be signed by the President or the Treasurer except as the Directors may generally or in particular cases otherwise determine. -18- Section 9.2 Voting of Securities Except as the Directors may generally or in particular cases otherwise determine, the President or the Treasurer may, on behalf of the Corporation (i) waive Notice of any meeting of stockholders or shareholders of any other corporation, or of any association, trust or firm, of which any securities are held by this Corporation; (ii) appoint any person or persons to act as proxy or attorney-in-fact for the Corporation, with or without substitution, at any such meeting; and (iii) execute instruments of Consent to stockholder or shareholder action taken without a meeting. Section 9.3 Corporate Seal The seal of the Corporation shall be a circular die with the name of the Corporation, the word "Massachusetts" and the year of its incorporation cut or engraved thereon, or shall be in such other form as the Board of Directors or the stockholders may from time to time determine. Section 9.4 Corporate Records The original, or attested copies, of the Articles of Organization, By-Laws, and the records of all meetings of incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in Massachusetts for inspection by the stockholders at the principal office of the Corporation or at an office of the Clerk, or if the Corporation shall have a transfer agent or a resident agent, at an office of either of them. Said copies and records need not all be kept in the same office. ARTICLE 10 Amendments These By-Laws may at any time be amended or repealed by vote of the Stockholders or, if permitted by the Articles of Organization, may be amended or repealed by vote of a majority of the -19- Directors then in office except that no amendment may be made by the directors which alters provisions of these By-Laws with respect to the removal of Directors, indemnification of Directors and officers or amendment of these By-Laws. Notice of the substance of any proposed amendment or repeal shall be stated in the Notice of any meeting of the stockholders called for the purpose of proposing such amendment or repeal. Not later than the time of giving Notice of the meeting of stockholders next following the making, amending or repealing by the Directors of any By-Law, notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the By-Laws. -20- EX-3.2.22 86 f88326exv3w2w22.txt EXHIBIT 3.2.22 EXHIBIT 3.2.22 Adopted January 22, 1990 SCI SYSTEMS, INC. AMENDED AND RESTATED BY-LAWS ARTICLE I OFFICES The Corporation shall at all times maintain a registered office in the State of Delaware and a registered agent at that address but may have other offices located in or outside of the State of Delaware as the Board of Directors may from time to time determine. ARTICLE II STOCKHOLDERS' MEETINGS 2.1 Places of Meetings. All meetings of stockholders shall be held at such place or places -a or outside of the State of Delaware as the Board of Directors may from time to time determine or as may be designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of the State of Delaware. 2.2 Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on the fourth Friday in October or on such other date and at such other time as may be designated by the Board of Directors. If the annual meeting is not held on the date designated, it may be held as soon thereafter as convenient and shall be called the annual meeting. Advance written notice of the time and place of the, annual meeting shall be given by mail to each stockholder entitled to vote thereat at the address of such stockholder as it appears on the records of the Corporation within the time frame prescribed by the laws of the State of Delaware (if any), unless such notice is waived as provided by Article IX of these By-laws. 2.3 Special Meetings. Unless otherwise prescribed by the Certificate of Incorporation, special meetings of stockholders may be called at any time by the affirmative vote of at least two-thirds (2/3) of the Board of Directors, the Chairman of the Board of Directors or stockholders holding not less than seventy percent (70%) of the outstanding stock of the Corporation, stating the specific purpose or purposes thereof. Advance written notice of the time, place and specific purposes of such meeting shall be given by mail to each stockholder entitled to vote thereat at the address of such stockholder as it appears on the records of the Corporation within the time frame prescribed by laws of the State of Delaware (if any), unless such notice is waived as provided in Article IX of these By-laws. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in such notice. 2.4 Quorum. At any meeting of stockholders, a majority of the number of shares of stock outstanding and entitled to vote there thereat, present in person or by proxy, shall constitute a quorum, but a smaller interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice, subject to such limitation as may be imposed under the laws of the State of Delaware. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the originally scheduled meeting. 2.5 Voting. At all meetings of stockholders, each stockholder entitled to vote on the record date as determined under Article VI, Section 6.3 of these By-laws or, if not so determined, as prescribed under the laws of the State of Delaware, shall be entitled to one vote for each share of stock standing of record in his or her name, subject to any restrictions or qualifications set forth in the Certificate of Incorporation or and amendment thereto. When a quorum is present at any meeting, a majority of the number of shares of stock entitled to vote present thereat shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by express provision of the laws of the State of Delaware, the Certificate of Incorporation or these By-laws, in which case such express provision shall govern. 2.6 List of Stockholders. Prior to every meeting and within the time frame prescribed by the laws of the State of Delaware (if any), a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or the transfer agent in charge of the stock ledger of the Corporation. Such list shall be open for examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for at least the minimum period of time as may be prescribed by the laws of the State of Delaware, at such place or places as may be prescribed by the laws of the State of Delaware. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting. 2.7 Action Without Meeting. Unless otherwise prescribed by the Certificate of Incorporation, any action required by the laws of the State of Delaware to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by stockholders holding not less than seventy percent (70%) of the outstanding stock entitled to vote at such meeting with respect to the subject matter thereof. ARTICLE III BOARD OF DIRECTORS 3.1 Powers. The business and affairs of the Corporation shall be carried on by or under the direction of the Board of Directors, which shall have all the powers authorized by the laws of the State of Delaware, subject to such limitations as may be provided by the Certificate of Incorporation or these By-laws. -2- 3.2 Number, Election and Qualification. The number of directors shall be not less than three (3) and not more than eleven (11), the exact number within -such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the Board of Directors. Unless otherwise prescribed by the Certificate of Incorporation, at the annual meeting of stockholders, directors shall be elected by a plurality of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Each director shall serve until the election and qualification of his or her successor or until his or her earlier death, resignation, retirement, disqualification or removal as provided in the Certificate of Incorporation or these By-laws. In case of an increase in the number of directors between elections by the stockholders, the additional directorships shall be considered vacancies and shall be filled in the manner prescribed in Article V of these By-laws. Directors need not be stockholders. 3.3 Compensation. The Board of Directors, or a committee thereof, may from time to time by resolution authorize the payment of fees or other compensation to the directors for services as such to the Corporation, including, but not limited to, fees for attendance at all meetings of the Board of Directors or any committee thereof, and determine the amount of such fees and compensation. No compensation shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. 3.4 Notices, Meetings and Quorum. Except as otherwise expressly provided in these By-laws, the Certificate of Incorporation or the laws -of the State of Delaware, meetings of the Board of Directors, both regular and special, may be held either in or outside of the State of Delaware. At all meetings of the Board of Directors, a majority of the fixed number of directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting, without notice other than an announcement at such meeting, until a quorum shall be present. The Board of Directors shall, at the close of each annual meeting of stockholders and without further notice other than these By-laws, if a quorum of directors is then present or as soon thereafter as may be convenient, hold a regular meeting for the election of officers and the transaction of any other business. The Board of Directors may from time to time provide for the holding of regular meetings with or without notice and may fix the times and places at which such meetings are to be held. Meetings other than regular meetings may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the President, and may and must be called by the Secretary or an Assistant Secretary upon the written request of at least one-half (1/2) of the members of the Board of Directors. Notice of each meeting, other than a regular meeting (unless required by the Board of Directors), shall be given to each director (i) by mailing the same to each director at his or her residence or business address at least five (5) days before the meeting; (ii) by sending the same by overnight courier to each director at his or her residence or business address at least three (3) days before the meeting; (iii) by facsimile transmission at his or her business facsimile number and telephonic confirmation of receipt at least two (2) days before the meeting; or (iv) by delivering the same personally or by telephone or telegraph at least two (2) days before the meeting. -3- Notwithstanding the preceding sentence, in case of exigency, the Chairman of the Board of Directors, the Chief Executive Officer, the President or the Secretary shall be duly authorized to prescribe a shorter notice to be given personally or by telephone, telegraph, cable, facsimile transmission or wireless to all or and one or more of the directors at their respective residences or places of business. Notice of any meeting shall state the time and place of such meeting, but need not state the purposes thereof unless otherwise required by the laws of the State of Delaware, the Certificate of Incorporation or the Board of Directors. 3.5 Committees. (a) General Provision. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one or more committees. Each committee shall consist of two or more directors and the Board of Directors shall elect the members thereof to serve at the pleasure of the Board of Directors and may designate one of such members to act as chairperson. The Board of Directors may at any time change the membership of any such committee, fill vacancies in it, designate alternate members to replace any absent or disqualified members at any meeting of any such committee, or dissolve it. Each such committee shall have the powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board of Directors, and shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Each committee may determine its rules of procedure and the notice to be given of its meeting. A majority of the members of each committee shall constitute a quorum. (b) Executive Committee. The Board of Directors shall, by resolution adopted by a majority of the whole Board of Directors, provide for an Executive Committee. Subject to such limitations as may be imposed by the laws of the State of Delaware, during the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise any or all of the powers of the Board of Directors in the management or direction of the business and affairs of the Corporation, including the full power and authority to declare dividends, of any kind whatsoever, to authorize the issuance of capital stock, of any class or series, of the Corporation and to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware, as it may be amended from time to time. 3.6 Conference Telephone Meetings. Except as may be otherwise prescribed by the laws of the State of Delaware, the Certificate of Incorporation or these By-laws, any one or more members of the Board of Directors or any committee thereof may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. 3.7 Action Without Meeting. Except as may be otherwise prescribed by the laws of the State of Delaware, the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto -4- in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. 3.8 Directors Elected by Preferred Stockholders. Notwithstanding anything in these By-laws to the contrary, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Certificate of Incorporation or the resolutions of the Board of Directors creating such class or series, as the case may be, applicable thereto. ARTICLE IV OFFICERS 4.1 Titles and Election. The officers of the Corporation shall be the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Treasurer, one or more Vice Presidents and the Secretary. The officers of the Corporation, in the absence of earlier resignations or removals, shall be elected at the first meeting of the Board of Directors following each annual meeting of stockholders. Each officer shall hold office at the pleasure of the Board of Directors except as may otherwise be approved by the Board of Directors, or until his or her earlier resignation, removal under these By-laws or other termination of his employment. Any person may hold more than one office if the duties can be consistently performed by the same person. The Board of Directors, in its discretion, may also at any time elect or appoint Assistant Secretaries and Assistant Treasurers and such other officers as it may deem advisable, each of whom shall hold office at the pleasure of the Board of Directors, except as may otherwise be approved by the Board of Directors, or until his or her earlier resignation, removal or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or deter-mined from time to time by the Board of Directors or, in case of officers other than the Chairman of the Board of Directors, if not prescribed or determined by the Board of Directors, as the Chairman of Board, the Chief Executive Officer, the President or the then senior executive officer may prescribe or determine. 4.2 Duties. Subject to such extension, limitations, and other provisions as the Board of Directors may from time to time prescribe or determine, the following officers shall have the following powers and duties: (a) Chairman of the Board of Directors. The Chairman of the Board of Directors shall be a director and, when present, shall preside at all meetings of the stockholders and of the Board of Directors and shall be charged with general supervision of the management and policy of the Corporation and shall have such other powers and perform such other duties as the Board of Directors may prescribe from time to time. (b) Chief Executive Officer. The Chief Executive Officer shall exercise the powers and authority and perform all of the duties commonly incident to such office, shall in the -5- absence of the Chairman of the Board of Directors preside at all meetings of the stockholders and of the Board of Directors if he or she is a director, and shall perform such other duties as the Board of Directors shall specify from time to time. The Chief Executive Officer, the President or the Treasurer, or any officer specifically authorized by the Board of Directors, shall sign all certificates for shares, bonds, debentures, promissory notes, deeds and contracts of the Corporation. Either the Chairman of the Board of Directors or the President may be Chief Executive Officer. The Chairman of the Board of Directors shall be the Chief Executive Officer, unless the Board of Directors shall determine that the President shall be the Chief Executive Officer. (c) President. The President shall have general and active management power and authority over the business of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform any and all other duties prescribed by the Board of Directors. (d) Treasurer. The Treasurer shall have the care and custody of the monies, funds, and securities of the Corporation (other than his own bond, if any, which shall be in the custody of the President), shall maintain the general accounting books/accounting records and forms of the Corporation and shall have and perform, under the supervision of the Board of Directors, all the powers and duties commonly incident to such office. In addition to the foregoing, the Treasurer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the Chief Executive officer or the President if the Board of Directors does not do so. (e) Vice Presidents. The Vice President or Vice Presidents shall perform such duties and have such powers as may be assigned to them from time to time by the Board of Directors or by the Chief Executive Officer or the President if the Board of Directors does not do so. (f) Secretary. The Secretary, or in his or her absence an Assistant Secretary, shall keep the minutes of all meetings of stockholders and of the Board of Directors and any committee thereof, give and serve all notices, attend to such correspondence as may be assigned to the Secretary, keep in safe custody the seal of the Corporation, and affix such seal to all such instruments properly executed as may require it, attest to the signatures of officers of the Company and shall perform all of the duties commonly incident to such office and shall have such other duties and powers as may be prescribed or determined from time to time by the Board of Directors or by the Chief Executive Officer or- the President if the Board of Directors does not do so. 4.3 Delegation of Authority. The Board of Directors may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee. 4.4 Compensation. The compensation of the officers of the Corporation shall be fixed by the Board of Directors or a committee thereof, and the fact that any officer is a director shall not preclude him or her from receiving compensation or from voting upon the resolution providing the same. No such compensation shall preclude any officer from serving the Corporation as a director or in any other capacity and receiving compensation therefor. -6- ARTICLE V RESIGNATIONS, VACANCIES AND REMOVALS 5.1 Resignations. Any director or officer may resign at any time by giving written notice thereof to the Board of Directors, the Chief Executive Officer, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and unless otherwise specified therein, the acceptance of any resignation shall not be necessary to make it effective. 5.2 Vacancies. (a) Directors. Except as may otherwise be provided by the Certificate of Incorporation, any vacancy in the Board of Directors caused by reason of death, incapacity, resignation, removal, increase in the authorized number of directors or otherwise, shall be filled by a majority vote of the remaining directors though less than a quorum, or by the sole remaining director. Any director so elected by the Board of Directors shall serve until the next annual meeting of stockholders at which directors of the class in which such director serves are to be elected and until the election and qualification of his successor or until his earlier death, resignation, retirement, disqualification or removal as provided in the Certificate of Incorporation or these By-laws. The Board of Directors also may reduce their authorized number by the number of vacancies in the Board, provided such reduction does not reduce the Board to less than the minimum authorized by the laws of the State of Delaware or to less than the number of directors then in office. (b) Officers. The Board of Directors may at any time or from time to time fill any vacancy among the officers of the Corporation. 5.3 Removals. (a) Directors. The entire Board of Directors, or any individual member thereof, may be removed in the manner prescribed by the laws of the State of Delaware and the Certificate of Incorporation. (b) Officers. Subject to the provisions of any validly existing agreement, the Board of Directors may at any meeting remove from office any officer, with or without cause, and may appoint a successor. ARTICLE VI CAPITAL STOCK 6.1 Certificates of Stock. Every stockholder shall be entitled to a certificate or certificates for shares of the capital stock of the Corporation in such form as may be prescribed or authorized by the Board of Directors, duly numbered and setting forth the number and kind of shares represented thereby. Such certificates shall be signed by the Chairman of the Board of Directors, or by the President or a Vice President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary. Any or all of such signatures may be in facsimile. In case any -7- officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before the certificate has been issued, such certificate may nevertheless be issued and delivered by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. 6.2 Transfer of Stock. Shares of the capital stock of the Corporation shall be transferable only upon the books of the Corporation upon the surrender of the certificate or certificates properly assigned and endorsed for transfer. If the Corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile. The Board of Directors may appoint a transfer agent and one or more co-transfer agents and a registrar and one or more co-registrars and may make or authorize such agents to make all such rules and regulations deemed expedient concerning the issuance, transfer and registration of shares of stock. 6.3 Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date in any manner not prohibited by the laws of the State of Delaware. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shad] apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 6.4 Lost Certificates. In case of loss or mutilation or destruction of a stock certificate, a duplicate certificate may be issued upon such terms as may be determined or authorized by the Board of Directors or by the Chief Executive Officer or the President if the Board of Directors does not do so. ARTICLE VII FISCAL YEAR, BANK DEPOSITS AND CHECKS 7.1 Fiscal Year. The fiscal year of the Corporation shall be a year ending June 30 unless otherwise fixed by resolution of the Board of Directors. 7.2 Bank Deposits, Checks and Other Orders. The funds of the Corporation shall be deposited in the name of the Corporation or of any division thereof in such banks, trust companies or other financial institutions in the United States or elsewhere as may be designated from time to time by the Board of Directors, or by such officer or officers as the Board of Directors may authorize to make such designations. All checks, drafts or other orders for the withdrawal of funds from any such account shall be signed by such person or persons as may be designated from time to time by the Board of Directors. -8- The signatures on checks, drafts or other orders for the withdrawal of funds may be in facsimile if authorized in the designation. ARTICLE VIII BOOKS AND RECORDS 8.1 Place or Keeping Books. The books and records of the Corporation may be kept in the State of Alabama or at such other place or places in or outside of the State of Delaware as the Board of Directors may from time to time determine. 8.2 Examination of Books. Except as may otherwise be provided by the laws of the State of Delaware, the Certificate of Incorporation or these By-laws, the Board of Directors shall have the power to determine from time to time whether and to what extent and at what times and places and under what conditions any of the accounts, records and books of the Corporation are to be open to the inspection of any stockholder. No stockholder shall have any right to inspect any account or book or document of the Corporation except as prescribed by law or authorized by express resolution of the Board of Directors. ARTICLE IX NOTICES 9.1 Requirements of Notice. Whenever notice is required to be given by statute, the Certificate of Incorporation or these By-laws, it shall not mean personal notice unless so specified, but such notice may be given in writing by depositing the same in a post office, letter box, or mail chute postage prepaid and addressed to the person to whom such notice is directed at the address of such person on the records of the Corporation, and such notice shall be deemed given at the time when the same shall be thus mailed. 9.2 Waivers. Any stockholder, director or officer may, in writing or by telegram or cable, at any time waive any notice or other formality required by statute, the Certificate of Incorporation or these By-laws. Such waiver of notice, whether given before or after any meeting or action, shall be deemed equivalent to notice. Except as may otherwise be prescribed by the laws of the State of Delaware, the Certificate of Incorporation or these By-laws, presence of a stockholder either in person or by proxy at any meeting of stockholders and presence of any director at any meeting of the Board of Directors shall constitute a waiver of such notice as may be required by any statute, the Certificate of Incorporation or these By-laws. ARTICLE X SEAL The corporate seal of the Corporation shall be in such form as the Board of Directors shall determine from time to time and may consist of a facsimile thereof or the words "Corporate Seal" or "Seal" enclosed in parentheses. -9- In the absence of the Secretary, any other officer of the Corporation may affix and attest the seal of the Corporation to any instrument requiring it, unless otherwise provided by resolution of the Board of Directors. ARTICLE XI POWERS OF ATTORNEY The Board of Directors may authorize one or more of the officers of the Corporation to execute powers of attorney delegating to named representatives or agents power to represent or act on behalf of the Corporation, with or without power of substitution. In the absence of any action by the Board of Directors, any officer of the Corporation may execute for and on behalf of the Corporation waivers of notice of meetings of stockholders and proxies for such meetings of any company in which the Corporation may hold voting securities. ARTICLE XII INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES 12.1 Action Other Than by or in Right of Corporation. Subject to Section 12.3 hereof and such limitations as may be provided by the Certificate of Incorporation, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals, and whether external or internal to the Corporation (all such claims, actions, suits and proceedings being referred to hereafter as a "Proceeding") (other than a judicial action or suit brought by or in the fight of the Corporation), by reason of the fact that the person is or was a director, officer, employee or agent (unless such agent has entered into a written agreement with the Corporation which sets forth a standard of care other than the ones articulated in this Section) of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, fiduciary, employee or agent (unless such agent has entered into a written agreement with the Corporation which sets forth a standard of care other than the ones articulated in this Section) of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise (all such persons being referred to hereafter as an "Agent", except that the term Agent shall not include trustees, fiduciaries or agents who are serving at the request of the Corporation with respect to an employee benefit plan (i) who are not employees, officers or directors of the Corporation but who are compensated by the Corporation for their services, or (ii) who have entered into a written agreement with the Corporation which sets forth a standard of care other than the ones set forth in this Section), against expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such Proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (a) the person did not act in good faith, (b) the person did not act in a manner which he or she reasonably -10- believed to be in or not opposed to the best interests of the Corporation, and, (c) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. (As amended, October 29, 1993.) 12.2 Action by or in Right of the Corporation. Subject to Section 12.3 hereof and such limitations as may be provided by the Certificate of Incorporation, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was an Agent against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such Proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. 12.3 Determination of Right of Indemnification. Unless ordered by a court or otherwise prescribed by the Certificate of Incorporation, any indemnification under Sections 12.1 and 12.2 hereof shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 12.1 and 12.2 hereof. Such a determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who are or were not parties to such Proceeding, or (b) if such a quorum is not obtainable, or, if obtainable, a quorum oil disinterested directors so directs, by the firm of independent legal counsel then employed by the Corporation, in a written opinion, or (c) by the affirmative vote of the holders of a majority of the shares entitled to vote thereon. 12.4 Indemnification Against Expenses of Successful Party. Notwithstanding the other provisions of this Article XII, to the extent that an Agent of the Corporation has been successful on the merits or otherwise including dismissal of an action without prejudice or the settlement of a Proceeding without admission of liability in defense of any Proceeding referred to in Sections 12.1 and 12.2 hereof, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. 12.5 Indemnification Against Expenses or Witnesses. The Corporation shall indemnify and hold harmless any person who is or was an Agent against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any Proceeding as a result of such person having occupied such office or position, or undertaken such service when such person is not a party to such Proceeding. 12.6 Advances of Expenses. Expenses (including attorneys' fees) incurred by an Agent in defending any Proceeding, shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such Agent to repay such amount -11- if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article XII. Such expenses incurred by other employees and agents may be so paid upon terms and conditions, if any, as the Board of Directors deems appropriate. 12.7 Other Rights and Remedies. The indemnification and advancement of expenses provided by or granted pursuant to this Article Xii shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which an Agent seeking indemnification or advancement of expenses may be entitled under any statute, rule of law, provisions of articles of incorporation, by-law, resolution, agreement or otherwise either specifically or in general terms, both as to action by an Agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 12.8 Insurance. The Corporation may purchase and maintain insurance on behalf of an Agent against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article XII. 12.9 Certain Definitions. For purposes of this Article XII, references to the "Corporation" shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power to indemnify its directors, officers, employees and agent, (unless such agent has entered into a written agreement with the Corporation which sets forth a standard of care other than the ones articulated in this Section), so that any person who is or was a director, officer, employee or agent (unless such agent has entered into a written agreement with the corporation which sets forth a standard of care other than the ones articulated in this Section) of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, partner, trustee, fiduciary, employee or agent (unless such agent has entered into a written agreement with the corporation which sets forth a standard of care other than the ones articulated in this Section) of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article XII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued; references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director or officer employee or agent (unless such agent has entered into a written agreement with the Corporation which sets forth a standard of care other than the ones articulated in this Section) of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent (unless such agent has entered into a written agreement with the corporation which sets forth a standard of care other than the ones articulated in this Section) of the Corporation with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article XII. Any indemnification under this Article XII with regard to any employee benefit plan -12- shall apply notwithstanding any provisions of any employee benefit plan. Notwithstanding anything contained herein to the contrary, trustees, fiduciaries or agents who are serving at the request of the Corporation with respect to an employee benefit plan (i) who are not employees, officers or directors of the Corporation but are compensated by the Corporation for their services, or (ii) who have entered into a written agreement with the Corporation which sets forth a standard of care other than the ones set forth in this Section, shall not be indemnified pursuant to this Section. (As amended, October 29, 1993.) 12.10 Indemnification and Insurance of Other Persons. The provisions of this Article XII shall not be deemed to preclude the Corporation from either indemnifying or purchasing and maintaining insurance on behalf of, or both, any person who is not an Agent but whom the Corporation has the power or obligation to indemnify or insure under the provisions of the General Corporation Law of the State of Delaware or otherwise. The Corporation may, in its sole discretion, indemnify or insure, or both, an employee, trustee or other agent as permitted by the General Corporation Law of the State of Delaware. The Corporation shall indemnify or insure any employee, trustee or other agent where required by law. 12.11 Savings Clause. If for any reason, any provision of this Article XII is held invalid, in whole or in pan, such invalidity shall not affect any other provision or part of this Article XII not held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect. 12.12 Indemnification Agreements. The Corporation shall be privileged to enter into such agreements of indemnification with its directors, officers, agents or underwriters or other persons with whom it may deal with respect to liability under any federal or state law or regulation or under common law, to the extent permitted by law; provided that no agreement shall be entered into which violates the Securities Act of 1933, as amended, or any regulation adopted thereunder. ARTICLE XIII AMENDMENTS Except as otherwise provided by the laws of the State of Delaware, the Certificate of Incorporation or these By-laws, these By-laws may be amended or repealed either: (a) at any meeting of stockholders at which a quorum is present~ by vote of a majority of the number of shares of stock entitled to vote present in person or by proxy at such meeting, as provided in Article II, Sections 2.4 and 2.5 of these By-laws, or (b) at any meeting of the Board of Directors at which a quorum is present by a majority vote of the directors present at such meeting; provided that the notice of such meeting of stockholders or directors or waiver of notice thereof contains a statement of the substance of the proposed amendment or repeal. -13- EX-3.2.23 87 f88326exv3w2w23.txt EXHIBIT 3.2.23 EXHIBIT 3.2.23 AMENDED AND RESTATED BY-LAWS SCI U.K. HOLDING, INC. ARTICLE I OFFICES Section 1. The principal office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Meetings of stockholders may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1989, shall be held on the fourth Friday in October, or if a legal holiday, then on the next such day following that day at 10:00 a.m. at which they shall elect, by a plurality vote a board of directors, and transact such other business as shall properly be brought before the meeting. Section 3. Written notice of the annual meeting shall be given to each stockholder entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produce and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting of stockholders, stating the time, place and object thereof, shall be given to each stockholder entitled to vote thereat, not less than ten nor more than sixty days before the date fixed for the meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of the majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy of each share of the capital stock having power hold by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or if the certificate of incorporation, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent to the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery to the corporation's registered office shall be by hand or by certified mail, return receipt requested. Every consent shall bear the date of signature of each stockholder who signs the consent, and no consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation, written consents of sufficient number of stockholders to take action are the corporation. -2- ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall not be less than one nor more than eleven. Within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. Section 3. The business of the corporation shall be manage, by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting provided a quorum shall be present. In the event of the failure of the stockholders to fix the time and place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on five days' notice to each director, either personally or by mail or by telegram. Special meetings shall be called by the president or secretary in like manner on like notice on the written request of the directors. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be, present at any meeting of the board of directors the directors present thereat may adjourn the -3- meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors any committee thereof may be taken without a meeting, if a written Consent thereto is signed by all members of the board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee. COMMITTEES OF DIRECTORS Section 10. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, such committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation affixed to all papers which may require it. Such committee or committees shall have such name or names an may be determined from time to time by resolution adopted by the board of directors. Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 12. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director as is determined by the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members or standing committees may be allowed like compensation for attending committee meetings. CHAIRMAN OF THE BOARD Section 13. The board of directors at its first meeting shall choose a Chairman from among the directors. Section 14. The Chairman shall have such powers as the board of directors may from time to time prescribe. ARTICLE IV INDEMNIFICATION Section 1. Under the circumstances prescribed in Sections __ and 5 of this Article, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether formal or informal, and whether civil, criminal, administrative or investigative, including appeals, -4- (other than an action by or in the right of the corporation) by reason of the fact that the person is or-das a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses including attorneys fees, judgments, fines, penalties ad amounts paid in settlement actually and reasonably incurred by the person in connection with such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (a) the person did not act in good faith, (b) the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, (c) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. Section 2. Under the circumstances prescribed in Sections 3 and 5 of this Article, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such claim, action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable in the performance of his or her duty to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any claim, action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees accrued and reasonably incurred by him or her on connection therewith notwithstanding that he has not been successful on any other issue or matter in any such claim, action, suit or proceeding. Section 4. The corporation shall indemnify and hold harmless any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees, actually and reasonably incurred by such person in connection with the appearance of such person as a witness in any claim, action, suit or proceeding, whether -5- formal or informal and whether civil, criminal, administrative or investigative, including appeals, as a result of such person having occupied such office or position or undertaken such service when such person is not a party to such action, suit or proceeding. Section 5. Except as provided in Section 3 and except as may be ordered by a court, any indemnification under Sections 1 and 2 of this Article shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article. Such a determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been wholly successful on the merits or otherwise with respect to, such claim, action, suit or proceeding, or (b) if such a quorum is not obtainable, or, if obtainable, a quorum of disinterested directors so directs, by the firm of independent legal counsel then employed by the corporation, in a written opinion, or (c) by the affirmative vote of a majority of the shares entitled to vote thereon. Section 6. Expenses (including attorneys' fees) incurred in defending a civil or criminal claim, action, suit or proceeding, shall be paid by the corporation in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized in this Article. Section 7. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall be a contract right, shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any statute, rule of law, provisions of any certificate of incorporation, by-law, resolution, agreement or otherwise either specifically or in general terms, both as to action by a director, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation shall not effect any sale of substantially all of its assets, merge, consolidate or effect other reorganizations unless the purchaser or surviving entity agrees to assume all such obligations of the corporation. Section 8. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article. Section 9. For the purposes of this Article, the corporation shall be deemed to have requested a director, officer, employee or agent of the corporation to serve an employee benefit plan whenever the performance by such person of his or her duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or to participants in or beneficiaries of -6- the plan; "fines" shall be deemed to include excise taxes assessed on such person with respect to an employee benefit plan pursuant to applicable law; and action taken or omitted by such person with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests the corporation. Any indemnification under this Article with regard to any employee benefit plan shall apply notwithstanding any provisions of any employee benefit plan. The corporation shall include any domestic or foreign predecessor entity of the corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. Section 10. If for any reason, any provision of the Article is held invalid, in whole or in part, such invalidity shall not affect any other provision or part of this Article held so invalid, and each such other provision or part shall to the full extent consistent with law continue in full force and effect. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The board of directors may also choose vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer, none of whom need to be a member of the board. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and, when prescribed by the board, at meetings of the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. -7- Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESDENTS Section 8. The vice-presidents, if any, in order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, whose supervision the secretary shall be. The secretary shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by the secretary's signature or by the signature of an assistant secretary. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration of the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. -8- Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES OF STOCK Section 1. The shares of the corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the board of directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST, STOLEN OR DESTROYED CERTIFICATES Section 2. The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to be lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated share. TRANSFERS OF STOCK Section 3. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. FIXING OF RECORD DATE Section 4. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders on any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty -9- nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; providing, however, that the board of directors may fix a new record date for the adjourned meeting. Section 5. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board or directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this Article, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by this Article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. Section 6. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. REGISTERED STOCKHOLDERS Section 7. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessment a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. -10- ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to and as permitted by law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. ANNUAL STATEMENT Section 2. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE VIII AMENDMENTS Section 1. The by-laws may be altered or repealed only by action of the stockholders or board of directors. -11- BY-LAW AMENDMENT AS OF JUNE 19, 1987 1.1 The principal office of the corporation be established and maintained in Huntsville, Alabama, or in such other locations as the Directors shall from time to time determine. 2.1 Annual meeting. A meeting of shareholders of the corporation shall be held annually, within four (4) months of the end of each fiscal year of the corporation. The annual meeting shall be held at such time and at such place as the Directors shall determine from time to time and as shall be specified in the notice of the meeting. 2.2 Special meetings. Special meetings of the shareholders may be called at any time by the President or any holder or holders of as much as twenty-five percent of the outstanding capital stock of the corporation. Special meetings shall be held at such time and at such place as shall be specified in the notice of the meeting. 3.2 Number of Directors. The Board of Directors shall consist of three (3) members. Directors shall be elected at each annual meeting of the shareholders and shall serve for a term of one year and until their successors are elected. A majority of said Directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting. 3.4 Meetings. The Directors shall meet annually without notice, following the annual meeting of the shareholders. Special meetings of the Directors may be called at any time by the President or by any two Directors, on two days' written notice to each Director, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing executed before or after the meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof. EX-3.2.24 88 f88326exv3w2w24.txt EXHIBIT 3.2.24 EXHIBIT 3.2.24 AMENED & RESTATED BY-LAWS OF INTERAGENCY, INC. (effective as of August 23, 2002) TABLE OF CONTENTS

PAGE ---- ARTICLE I - CORPORATE OFFICES.............................................. 1 1.1 REGISTERED OFFICE........................................ 1 1.2 OTHER OFFICES............................................ 1 ARTICLE II - MEETINGS OF STOCKHOLDERS...................................... 1 2.1 PLACE OF MEETINGS........................................ 1 2.2 ANNUAL MEETING........................................... 1 2.3 SPECIAL MEETING.......................................... 1 2.4 NOTICE OF STOCKHOLDERS' MEETINGS......................... 2 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE............. 2 2.6 QUORUM................................................... 2 2.7 ADJOURNED MEETING; NOTICE................................ 2 2.8 CONDUCT OF BUSINESS...................................... 3 2.9 VOTING................................................... 3 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.. 3 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS................................................. 3 2.12 PROXIES.................................................. 4 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.................... 4 ARTICLE III - DIRECTORS.................................................... 5 3.1 POWERS................................................... 5 3.2 NUMBER OF DIRECTORS...................................... 5 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.. 5 3.4 RESIGNATION AND VACANCIES................................ 5 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE................. 6 3.6 REGULAR MEETINGS......................................... 6 3.7 SPECIAL MEETINGS; NOTICE................................. 6 3.8 QUORUM................................................... 7 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING........ 7 3.10 FEES AND COMPENSATION OF DIRECTORS....................... 7 3.11 APPROVAL OF LOANS TO OFFICERS............................ 7 3.12 REMOVAL OF DIRECTORS..................................... 7 ARTICLE IV - COMMITTEES.................................................... 8 4.1 COMMITTEES OF DIRECTORS.................................. 8 4.2 COMMITTEE MINUTES........................................ 8 4.3 MEETINGS AND ACTION OF COMMITTEES........................ 8 ARTICLE V - OFFICERS....................................................... 9 5.1 OFFICERS................................................. 9 5.2 APPOINTMENT OF OFFICERS.................................. 9 5.3 SUBORDINATE OFFICERS..................................... 9 5.4 REMOVAL AND RESIGNATION OF OFFICERS...................... 9

-i- TABLE OF CONTENTS (CONTINUED)

PAGE ---- 5.5 VACANCIES IN OFFICES..................................... 9 5.6 CHAIRPERSON OF THE BOARD................................. 10 5.7 CHIEF EXECUTIVE OFFICER.................................. 10 5.8 PRESIDENT................................................ 10 5.9 VICE PRESIDENTS.......................................... 10 5.10 SECRETARY................................................ 10 5.11 CHIEF FINANCIAL OFFICER.................................. 11 5.12 ASSISTANT SECRETARY...................................... 11 5.13 TREASURER; ASSISTANT TREASURER........................... 11 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS........... 12 5.15 AUTHORITY AND DUTIES OF OFFICERS......................... 12 ARTICLE VI - RECORDS AND REPORTS........................................... 12 6.1 MAINTENANCE AND INSPECTION OF RECORDS.................... 12 6.2 INSPECTION BY DIRECTORS.................................. 12 ARTICLE VII - GENERAL MATTERS.............................................. 13 7.1 CHECKS................................................... 13 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS......... 13 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES................... 13 7.4 SPECIAL DESIGNATION ON CERTIFICATES...................... 13 7.5 LOST CERTIFICATES........................................ 14 7.6 CONSTRUCTION; DEFINITIONS................................ 14 7.7 DIVIDENDS................................................ 14 7.8 FISCAL YEAR.............................................. 14 7.9 SEAL..................................................... 14 7.10 TRANSFER OF STOCK........................................ 15 7.11 STOCK TRANSFER AGREEMENTS................................ 15 7.12 REGISTERED STOCKHOLDERS.................................. 15 7.13 WAIVER OF NOTICE......................................... 15 ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION........................... 15 8.1 NOTICE BY ELECTRONIC TRANSMISSION........................ 15 8.2 DEFINITION OF ELECTRONIC TRANSMISSION.................... 16 8.3 INAPPLICABILITY.......................................... 16 ARTICLE IX - AMENDMENTS.................................................... 16

-ii- AMENDED & RESTATED BY-LAWS OF INTERAGENCY, INC. ARTICLE I -- CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Interagency, Inc. shall be fixed in the corporation's certificate of incorporation, as the same may be amended from time to time. 1.2 OTHER OFFICES. The corporation's Board of Directors (the "Board") may at any time establish other offices at any place or places where the corporation is qualified to do business. ARTICLE II -- MEETINGS OF STOCKHOLDERS 2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the "DGCL"). In the absence of any such designation or determination, stockholders' meetings shall be held at the corporation's principal executive office. 2.2 ANNUAL MEETING. The annual meeting of stockholders shall be held each year. The Board shall designate the date and time of the annual meeting. In the absence of such designation the annual meeting of stockholders shall be held on the second Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day. At the annual meeting, directors shall be elected and any other proper business may be transacted. 2.3 SPECIAL MEETING. A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. If any person(s) other than the Board calls a special meeting, the request shall: (i) be in writing; (ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and (iii) be delivered personally or sent by registered mail or by facsimile transmission to the chairperson of the Board, the chief executive officer, the president (in the absence of a chief executive officer) or the secretary of the corporation. The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held. 2.4 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 2.5 or Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of stockholders shall be given: (i) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the corporation's records; or (ii) if electronically transmitted as provided in Section 8.1 of these bylaws. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or any other agent of the corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 2.6 QUORUM. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. 2.7 ADJOURNED MEETING; NOTICE. When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned -2- meeting are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.8 CONDUCT OF BUSINESS. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. 2.9 VOTING. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL. Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL. 2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall -3- not precede the date on which the resolution fixing the record date is adopted and which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other such action. If the Board does not so fix a record date: (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed. (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 2.12 PROXIES. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation's principal executive office. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. -4- ARTICLE III - DIRECTORS 3.1 POWERS. Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. 3.2 NUMBER OF DIRECTORS. The authorized number of directors shall be determined from time to time by resolution of the Board or the stockholders, provided the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS. Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director, including a director elected to fill a vacancy, shall hold office until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; if authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must be either set forth or be submitted with information from which it can be determined that the electronic transmission authorized by the stockholder or proxy holder. 3.4 RESIGNATION AND VACANCIES. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Unless otherwise provided in the certificate of incorporation or these bylaws: (i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. (ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. -5- If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable. 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. The Board may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 3.6 REGULAR MEETINGS. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. 3.7 SPECIAL MEETINGS; NOTICE. Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or any two directors. Notice of the time and place of special meetings shall be: (i) delivered personally by hand, by courier or by telephone; (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile; or (iv) sent by electronic mail, directed to each director at that director's address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation's records. -6- If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation's principal executive office) nor the purpose of the meeting. 3.8 QUORUM. At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. 3.10 FEES AND COMPENSATION OF DIRECTORS. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors. 3.11 APPROVAL OF LOANS TO OFFICERS. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the corporation. 3.12 REMOVAL OF DIRECTORS. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. -7- No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office. ARTICLE IV -- COMMITTEES 4.1 COMMITTEES OF DIRECTORS. The Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation, 4.2 COMMITTEE MINUTES. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. 4.3 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 (place of meetings and meetings by telephone); (ii) Section 3.6 (regular meetings); (iii) Section 3.7 (special meetings and notice); (iv) Section 3.8 (quorum); (v) Section 7.13 (waiver of notice); and (vi) Section 3.9 (action without a meeting) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However: (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; -8- (ii) special meetings of committees may also be called by resolution of the Board; and (iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. ARTICLE V -- OFFICERS 5.1 OFFICERS. The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer, treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. 5.2 APPOINTMENT OF OFFICERS. The Board shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 and 5.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. 5.3 SUBORDINATE OFFICERS. The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine. 5.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 5.5 VACANCIES IN OFFICES. Any vacancy occurring in any office of the corporation shall be filled by the Board or as provided in Section 5.2. -9- 5.6 CHAIRPERSON OF THE BOARD. The chairperson of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or as may be prescribed by these bylaws. If there is no chief executive officer or president, then the chairperson of the Board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. 5.7 CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as the Board may give to the chairperson of the Board, the chief executive officer, if any, shall, subject to the control of the Board, have general supervision, direction, and control of the business and affairs of the corporation and shall report directly to the Board. All other officers, officials, employees and agents shall report directly or indirectly to the chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board are carried into effect. The chief executive officer shall serve as chairperson of and preside at all meetings of the stockholders. In the absence of a chairperson of the Board, the chief executive officer shall preside at all meetings of the Board. 5.8 PRESIDENT. In the absence or disability of the chief executive officer, the president shall perform all the duties of the chief executive officer. When acting as the chief executive officer, the president shall have all the powers of, and be subject to all the restrictions upon, the chief executive officer. The president shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board, these bylaws, the chief executive officer or the chairperson of the Board. 5.9 VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of the president. When acting as the president, the appropriate vice president shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these bylaws, the chairperson of the Board, the chief executive officer or, in the absence of a chief executive officer, the president. 5.10 SECRETARY. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show (i) the time and place of each meeting; (ii) whether regular or special (and, if special, how authorized and the notice given); (iii) the names of those present at directors' meetings or committee meetings; (iv) the number of shares present or represented at stockholders' meetings; -10- (v) and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register showing; (i) the names of all stockholders and their addresses; (ii) the number and classes of shares held by each; (iii) the number and date of certificates evidencing such shares; and (iv) the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these bylaws. 5.11 CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence of a chief executive officer, the president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these bylaws. Unless a treasurer is appointed, the chief financial officer shall be the treasurer of the corporation. 5.12 ASSISTANT SECRETARY. The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of the secretary's inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.13 TREASURER; ASSISTANT TREASURER. The treasurer or assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the stockholders or Board (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or in the event of the chief financial officer's inability or refusal -11- to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws. 5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. 5.15 AUTHORITY AND DUTIES OF OFFICERS. In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board or the stockholders. ARTICLE VI -- RECORDS AND REPORTS 6.1 MAINTENANCE AND INSPECTION OF RECORDS. The corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal executive office. 6.2 INSPECTION BY DIRECTORS. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper. -12- ARTICLE VII -- GENERAL MATTERS 7.1 CHECKS. From time to time, the Board shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments. 7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 7.3 STOCK CERTIFICATES; PARTLY PAID SHARES. The shares of the corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. 7.4 SPECIAL DESIGNATION ON CERTIFICATES. If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue -13- to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 7.5 LOST CERTIFICATES. Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. 7.6 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 7.7 DIVIDENDS. The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. The Board may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies. 7.8 FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board and may be changed by the Board. 7.9 SEAL. The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. -14- 7.10 TRANSFER OF STOCK. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books. 7.11 STOCK TRANSFER AGREEMENTS. The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL. 7.12 REGISTERED STOCKHOLDERS. The corporation: (i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner; (ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and (iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. 7.13 WAIVER OF NOTICE. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws. ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION 8.1 NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent -15- shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if: (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Any notice given pursuant to the preceding paragraph shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 8.2 DEFINITION OF ELECTRONIC TRANSMISSION. An "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. 8.3 INAPPLICABILITY. Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL. ARTICLE IX -- AMENDMENTS These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. -16- INTERAGENCY, INC. CERTIFICATE OF ADOPTION OF BYLAWS The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary or Assistant Secretary of Interagency, Inc., a Delaware corporation and that the foregoing bylaws, comprising 16 pages, were adopted as the corporation's bylaws on August 23, 2002, by the corporation's stockholders. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 23rd day of August, 2002. /s/ Michael M. Sullivan ------------------------------------ Michael M. Sullivan, Secretary EX-12.1 89 f88326exv12w1.txt EXHIBIT 12.1 . . . EXHIBIT 12.1 SANMINA-SCI Statement of Computation of Ratio of Earnings to Fixed Charges

Quarter Ended Fiscal Year December 28, -------------------------- 2002 2002 2001 ------------- ------------ --------- (In thousands, except ratios) Fixed Charges: Interest costs and amortization of debt discount and debt issuance costs $ 21,477 $ 97,833 $ 55,218 Interest included in rental expense 2,369 9,756 12,646 ------------------------------------------- Total fixed charges $ 23,846 $ 107,589 $ 67,864 =========================================== Earnings: Income (loss) before provision for income taxes (1) $ (11,207) $ (2,814,892) $ 82,792 Loss from investment in 50% or less owned companies 1,643 4,512 - Fixed charges 23,846 107,589 67,864 ------------------------------------------- Total earnings for computation of ratio $ 14,282 $ (2,702,791) $ 150,656 =========================================== Ratio of earnings to fixed charges (2) 0.6X - 2.2X

Fiscal Year ---------------------------------- 2000 1999 1998 --------- --------- --------- (In thousands, except ratios) Fixed Charges: Interest costs and amortization of debt discount and debt issuance costs $ 46,796 $ 43,064 $ 33,370 Interest included in rental expense 14,471 10,909 8,967 ---------------------------------- Total fixed charges $ 61,267 $ 53,973 $ 42,337 ================================== Earnings: Income (loss) before provision for income taxes (1) $ 349,971 $ 169,367 $ 96,148 Loss from investment in 50% or less owned companies - - - Fixed charges 61,267 53,973 42,337 ---------------------------------- Total earnings for computation of ratio $ 411,238 $ 223,340 $ 138,485 ================================== Ratio of earnings to fixed charges (2) 6.7X 4.1X 3.3X

- ------------------ (1) Fiscal 2002 loss before provision for income taxes included goodwill impairment losses of approximately $2.7 billion. (2) Earnings for the quarter ended December 28, 2002 and fiscal year 2002 were not sufficient to cover fixed charges. The coverage deficiency was approximately $9.6 million for the quarter ended December 28, 2002 and approximately $2.8 billion for fiscal 2002. EX-23.2 90 f88326exv23w2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF KPMG LLP To the Board of Directors Sanmina-SCI Corporation: We consent to the use of our report dated October 28, 2002, except as to Note 13, as to which the date is March 19, 2003, with respect to the consolidated balance sheet of Sanmina-SCI Corporation as of September 28, 2002, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for the year ended September 28, 2002 included in this Form S-4 registration statement, and to the reference to our Firm under the heading "Experts" in the prospectus. Our report dated October 28, 2002, except as to Note 13, as to which the date is March 19, 2003, contains an explanatory paragraph describing the Company's change in accounting for goodwill and other intangible assets. /s/ KPMG LLP Mountain View, California March 19, 2003 EX-25.1 91 f88326exv25w1.txt EXHIBIT 25.1 EXHIBIT 25.1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ------------------------------------------------------- U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identification No. - -------------------------------------------------------------------------------- 180 East Fifth Street St. Paul, Minnesota 55101 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) - -------------------------------------------------------------------------------- Frank Leslie U.S. Bank National Association 180 East Fifth Street St. Paul, MN 55101 (651) 244-8677 (Name, address and telephone number of agent for service) SANMINA-SCI CORPORATION (Issuer with respect to the Securities) - -------------------------------------------------------------------------------- Delaware 77-0228182 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2700 N. First St., San Jose, CA 95134 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) - -------------------------------------------------------------------------------- 10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 (TITLE OF THE INDENTURE SECURITIES) ================================================================================ FORM T-1 ITEM 1. GENERAL INFORMATION. Furnish the following information as to the Trustee. a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Washington, D.C. b) Whether it is authorized to exercise corporate trust powers. Trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None In answering this item, the trustee has relied, in part, upon information furnished by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The trustee has, also, examined its own books and records for the purpose of answering this item. ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee.* 2. A copy of the certificate of authority of the Trustee to commence business.* 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* 4. A copy of the existing bylaws of the Trustee.* 5. A copy of each Indenture referred to in Item 4. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. * Incorporated by reference to Registration Number 333-67188. 2 NOTE The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 17th day of March, 2003. U.S. BANK NATIONAL ASSOCIATION By: /s/ Paula Oswald -------------------------- Paula Oswald Vice President 3 EXHIBIT 6 CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Dated: March 17, 2003 U.S. BANK NATIONAL ASSOCIATION By: /s/ Paula Oswald -------------------------- Paula Oswald Vice President 4 EXHIBIT 7 U.S. BANK NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION AS OF 12/31/2002 ($000's)

12/31/2002 -------------- ASSETS Cash and Due From Depository Institutions $ 10,868,204 Federal Reserve Stock 0 Securities 28,139,801 Federal Funds 873,395 Loans & Lease Financing Receivables 116,078,132 Fixed Assets 1,389,233 Intangible Assets 9,218,064 Other Assets 9,482,963 -------------- TOTAL ASSETS $ 176,049,792 LIABILITIES Deposits $ 121,684,914 Fed Funds 5,858,510 Treasury Demand Notes 0 Trading Liabilities 402,464 Other Borrowed Money 17,397,658 Acceptances 148,979 Subordinated Notes and Debentures 5,696,532 Other Liabilities 5,200,399 -------------- TOTAL LIABILITIES $ 156,389,456 EQUITY Minority Interest in Subsidiaries $ 992,867 Common and Preferred Stock 18,200 Surplus 11,314,669 Undivided Profits 7,334,600 -------------- TOTAL EQUITY CAPITAL $ 19,660,336 TOTAL LIABILITIES AND EQUITY CAPITAL $ 176,049,792

To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct. U.S. BANK NATIONAL ASSOCIATION By: /s/ Paula Oswald -------------------------- Vice President Date: March 17, 2003 5 EX-99.1 92 f88326exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 LETTER OF TRANSMITTAL SANMINA-SCI CORPORATION OFFER FOR ALL OUTSTANDING 10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES IN EXCHANGE FOR 10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED PURSUANT TO THE PROSPECTUS, DATED ____________, 2003 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________________, 2003, UNLESS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. - -------------------------------------------------------------------------------- The exchange agent for the exchange offer is: U.S. BANK NATIONAL ASSOCIATION Facsimile Transmission: (for eligible institutions only): (213) 362-7357 To Confirm by Telephone: (213) 362-7338 By Hand and Overnight Delivery or Certified Mail: U.S. Bank Corporate Trust Service 180 East Fifth Street St. Paul, MN 55101 Attn: Specialized Finance Sanmina-SCI Corporation 10.375% Senior Secured Notes Due January 15, 2010 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. The undersigned acknowledges that he or she has received the prospectus, dated __________, 2003, of Sanmina-SCI Corporation, a Delaware corporation, which we refer to as Sanmina-SCI in this letter, and this letter of transmittal, which together constitute Sanmina-SCI's offer to exchange, which we refer to as the exchange offer in this letter, an aggregate principal amount of up to $750,000,000 of Sanmina-SCI's 10.375% Senior Secured Notes due January 15, 2010 and associated guarantees, which we collectively refer to as the exchange notes in this letter, which have been registered under the Securities Act of 1933, as amended, which we refer to as the Securities Act in this letter, for a like principal amount of Sanmina-SCI's issued and outstanding 10.375% Senior Secured Notes due January 15, 2010 and associated guarantees, which we collectively refer to as the original notes in this letter, from the registered holders thereof. We refer to this letter of transmittal as this letter. For each original note accepted for exchange, the holder of such original note will receive an exchange note having a principal amount equal to that of the surrendered original note. The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes or, if no interest has been paid on the original notes, from December 23, 2002. As a result, registered holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from December 23, 2002. Original notes accepted for exchange will cease to accrue interest from and after the closing date of the exchange offer. Holders of original notes whose original notes are accepted for exchange will not receive any payment in respect of accrued interest on such original notes otherwise payable on any interest payment date the record date for which occurs on or after the closing date of the exchange offer. This letter is to be completed by a holder of original notes if certificates for original notes are to be forwarded with this letter. Original notes tendered by book-entry transfer by holders of original notes in book-entry form must be made by delivering an agent's message transmitted by the Depository Trust Company, which we refer to as DTC in this letter, pursuant to the procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the prospectus in lieu of this letter. The term "agent's message" means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation (as defined below), which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agreed to be bound by the terms and conditions of the exchange offer, including the representations and warranties contained in this letter, as set forth in the prospectus and this letter and that Sanmina-SCI may enforce this letter against such participant. Holders of original notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their original notes into the exchange agent's account at DTC, which we refer to as a book-entry confirmation in this letter, and all other documents required by this letter to the exchange agent on or prior to the expiration date, must tender their original notes according to the guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the prospectus. See Instruction 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. The undersigned has completed the appropriate boxes below and signed this letter to indicate the action the undersigned desires to take with respect to the exchange offer. List below the original notes to which this letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of original notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES - --------------------------------------------------------------------------------------------------------- (1) (2) (3) AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL CERTIFICATE NUMBER(S) AMOUNT OF AMOUNT OF ORIGINAL NAME AND ADDRESS OF REGISTERED HOLDER (DELIVERED HEREWITH)* ORIGINAL NOTES NOTES TENDERED** - --------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- TOTAL - ---------------------------------------------------------------------------------------------------------

* Need not be completed if original notes are being tendered by book-entry transfer. ** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the original notes indicated in column 2. See Instruction 2. Original notes tendered hereby must be in denominations of $1,000 principal amount or any integral multiple thereof. See Instruction 1. -2- [ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH. [ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution:__________________________________________________ Account Number:_________________________________________________________________ Transaction Code Number:________________________________________________________ By crediting the original notes to the exchange agent's account at DTC's Automated Tender Offer Program, which we refer to as ATOP in this letter, and by complying with applicable ATOP procedures with respect to the exchange offer, including transmitting to the exchange agent a computer-generated agent's message in which the holder of the original notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this letter, the participant in DTC confirms on behalf of itself and the beneficial owners of such original notes all provisions of this letter (including all representations and warranties) are applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this letter to the exchange agent. THERE IS NO REQUIREMENT TO DELIVER A COMPLETED LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT IN THE EXCHANGE OFFER IF A HOLDER IS TENDERING THEIR ORIGINAL NOTES HELD IN BOOK-ENTRY FORM IN THE EXCHANGE OFFER IN COMPLIANCE WITH APPLICABLE ATOP PROCEDURES AND AN AGENT'S MESSAGE IS PROPERLY DELIVERED. [ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s):________________________________________________ Window Ticket Number (if any):__________________________________________________ Date of Execution of Notice of Guaranteed Delivery:_____________________________ Name of Institution Which Guaranteed Delivery:__________________________________ IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING: Account Number:_________________________________________________________________ Transaction Code Number:________________________________________________________ [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:___________________________________________________________________________ Address:________________________________________________________________________ ________________________________________________________________________________ The undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for original notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that such original notes were acquired by such broker-dealer as a result of market-making or other trading activities and, that it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes. However, by acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive exchange notes, it represents that the original notes to be exchanged for the exchange notes were acquired as a result of market-making activities or other trading activities. -3- NOTE: SIGNATURE MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to Sanmina-SCI the aggregate principal amount of original notes indicated above. Subject to, and effective upon, the acceptance for exchange of the original notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, Sanmina-SCI all right, title and interest in and to such original notes as are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered original notes, with full power of substitution, among other things, to cause the original notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the original notes, and to acquire exchange notes issuable upon the exchange of such tendered original notes, and that, when the same are accepted for exchange, Sanmina-SCI will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by Sanmina-SCI. The undersigned hereby further represents that: (1) any exchange notes received by the undersigned will be received in the ordinary course of business, (2) the undersigned will have no arrangement or understanding with any person to participate in the distribution of the original notes or the exchange notes within the meaning of the Securities Act, (3) the undersigned is not an "affiliate" (as such term is defined in Rule 501(b) of Regulation D of the Securities Act) of Sanmina-SCI, or if the undersigned is an affiliate, then the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (4) it is not engaged in, and does not intend to engage in, the distribution of the exchange notes, and (5) if the undersigned is a broker-dealer, then it will receive the exchange notes for its own account in exchange for the original notes that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of the exchange notes. The undersigned acknowledges that this exchange offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission, which we refer to as the SEC in this letter, as set forth in no-action letters issued to third parties, that the exchange notes issued pursuant to the exchange offer in exchange for the original notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of Sanmina-SCI within the meaning of Rule 501(b) of Regulation D of the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such exchange notes. However, the SEC has not considered the exchange offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as in other circumstances. The undersigned represents that it is not -4- engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If any holder is an affiliate of Sanmina-SCI, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder: (1) could not rely on the applicable interpretations of the staff of the SEC and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for original notes, it represents that the original notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. However, by acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. By tendering, the undersigned further represents to Sanmina-SCI that: (1) the undersigned and each beneficial owner acknowledge and agree that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the exchange offer for the purpose of distributing the exchange notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes acquired by such person and cannot rely on the position of the staff of the SEC set forth in certain no-action letters, and (2) the undersigned and each beneficial owner understand that a secondary resale of the original notes acquired by the undersigned directly from Sanmina-SCI should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC. The undersigned acknowledges that Sanmina-SCI's acceptance of original notes validly tendered for exchange pursuant to any one of the procedures described in the section of the prospectus entitled "The Exchange Offer" and in the instructions hereto will constitute a binding agreement between the undersigned and Sanmina-SCI upon the terms and subject to the conditions of the exchange offer. The undersigned will, upon request, execute and deliver any additional documents deemed by Sanmina-SCI to be necessary or desirable to complete the sale, assignment and transfer of the original notes tendered hereby. All authority conferred or agreed to be conferred in this letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer -- Withdrawal Rights" section of the prospectus. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please issue the exchange notes (and, if applicable, substitute certificates representing original notes for any original notes not exchanged) in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the exchange notes (and, if applicable, substitute certificates representing original notes for any original notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Original Notes." -5- THE UNDERSIGNED, BY COMPLETING THE TABLE ENTITLED "DESCRIPTION OF ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES, AS SET FORTH IN SUCH TABLE ABOVE. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE TABLE ABOVE. -6- SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if original notes are exchanged and/or exchange notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this letter of transmittal above. Issue: (please check one or more) [ ] exchange notes [ ] original notes in the name of: Name(s)_________________________________________________________________________ (Please Type or Print) ________________________________________________________________________________ (Please Type or Print) Address: _______________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Zip Code) TIN ____________________________________________________________________________ (Social Security Number or Employer Identification Number) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if certificates for original notes not exchanged and/or exchange notes are to be delivered to someone other than the person or persons whose signature(s) appear(s) on this letter of transmittal above or to such person or persons at an address other than that shown in the table entitled "Description of Original Notes" above. Mail: (please check one or more) [ ] exchange notes [ ] original notes to: Name(s)_________________________________________________________________________ (Please Type or Print) ________________________________________________________________________________ (Please Type or Print) Address:________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Zip Code) IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF), OR AN AGENT'S MESSAGE IN LIEU THEREOF PURSUANT TO DTC'S ATOP SYSTEM (TOGETHER WITH THE CERTIFICATES EVIDENCING ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION, AS APPLICABLE, AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. -7- IN ORDER TO VALIDLY TENDER ORIGINAL NOTES FOR EXCHANGE NOTES, HOLDERS OF ORIGINAL NOTES IN CERTIFICATED FROM THAT WISH TO TENDER THEIR ORIGINAL NOTES FOR EXCHANGE NOTES IN THE EXCHANGE OFFER MUST COMPLETE, EXECUTE AND DELIVER THIS LETTER OF TRANSMITTAL. Except as stated in the prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the prospectus, this tender for exchange of original notes is irrevocable. PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING AND CONSENTING HOLDERS) [(ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)] By completing, executing and delivering this letter of transmittal, the undersigned hereby tenders the principal amount of the original notes listed above in the table labeled "Description of Original Notes" under the column heading "Aggregate Principal Amount of Original Notes Tendered" or, if nothing is indicated in such column, with respect to the entire aggregate principal amount represented by the original notes described in such table. X_______________________________________________________________________________ X_______________________________________________________________________________ SIGNATURE(S) OF OWNER Dated: _______________________ 2003 Area Code and Telephone Number:_________________________________________________ If a holder is tendering original notes, this letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the original notes or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3. Name(s):________________________________________________________________________ ________________________________________________________________________________ (PLEASE TYPE OR PRINT) Capacity:_______________________________________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ Tax Identification No.:_________________________________________________________ SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3) Signature(s) Guaranteed by an Eligible Institution:________________________________________________________ (AUTHORIZED SIGNATURE) ________________________________________________________________________________ (TITLE) ________________________________________________________________________________ (NAME AND FIRM) Dated: _________________________________________, 2003 -8- INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER OF SANMINA-SCI CORPORATION 1. DELIVERY OF THIS LETTER AND ORIGINAL NOTES; GUARANTEED DELIVERY PROCEDURES. This letter is to be completed by holders of original notes if certificates for original notes are to be forwarded with this letter. Original notes tendered by book-entry transfer by holders of original notes in book-entry form must be made by delivering an agent's message transmitted by the Depository Trust Company, which we refer to as DTC in this letter, pursuant to the procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the prospectus in lieu of this letter. The term "agent's message" means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the terms and conditions of the exchange offer, including the representations and warranties contained in this letter, as set forth in the prospectus and this letter and that Sanmina-SCI may enforce this letter against such participant. In the case of original notes held: (1) in certificated from, certificates for all physically tendered original notes as well as a properly completed and duly executed letter of transmittal (or manually signed facsimile of this letter) or (2) in book-entry form, by a book-entry confirmation and delivery of an agent's message, and in either case any other documents required by this letter, must be received by the exchange agent at the address set forth herein on or prior to the expiration date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. Holders whose certificates for original notes are not immediately available or who cannot deliver their certificates and all other required documents to the exchange agent on or prior to the expiration date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their original notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the prospectus. Pursuant to such procedures, (1) such tender must be made through an eligible institution, (2) prior to 5:00 P.M., New York City time, on the expiration date, the exchange agent must receive from such eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by Sanmina-SCI (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of original notes and the amount of original notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange, which we refer to as NYSE in this letter, trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered original notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal (or facsimile of this letter) or a book-entry confirmation for original notes held in book-entry form together with an agent's message instead of this letter, as the case may be, with any required signature -9- guarantees and any other documents required by this letter will be deposited by the eligible institution with the exchange agent, and (3) the certificates for all physically tendered original notes, in proper form for transfer, together with a properly completed and duly executed letter of transmittal (or facsimile of this letter) or a book-entry confirmation for original notes held in book-entry form together with an agent's message instead of this letter, as the case may be, with any required signature guarantees and all other documents required by this letter, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery. The method of delivery of this letter, the original notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the exchange agent. If original notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to 5:00 P.M., New York City time, on the expiration date. See "The Exchange Offer" section of the prospectus. 2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER). If less than all of the original notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of original notes to be tendered in the box above entitled "Description of Original Notes -- Aggregate Principal Amount of Original Notes Tendered." A reissued certificate representing the balance of nontendered original notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this letter, promptly after the expiration date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED. 3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this letter is signed by the registered holder of the original notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever. If any tendered original notes are owned of record by two or more joint owners, all of such owners must sign this letter. If any tendered original notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this letter as there are different registrations of certificates. When this letter is signed by the registered holder or holders of the original notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the exchange notes are to be issued, or any untendered original notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an eligible institution. If this letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either -10- case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an eligible institution. If this letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by Sanmina-SCI, proper evidence satisfactory to Sanmina-SCI of their authority to so act must be submitted. Endorsements on certificates for original notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm that is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an "eligible institution"). Signatures on this letter need not be guaranteed by an eligible institution, provided the original notes are tendered: (i) by a registered holder of original notes (which term, for purposes of the exchange offer, includes any participant in the DTC system whose name appears on a security position listing as the holder of such original notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this letter, or (ii) for the account of an eligible institution. 4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders of original notes should indicate in the applicable box the name and address to which exchange notes issued pursuant to the exchange offer and/or substitute certificates evidencing original notes not exchanged are to be issued or sent, if different from the name or address of the person signing this letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. If no such instructions are given, such original notes not exchanged will be returned to the name and address of the person signing this letter. 5. BACKUP AND NONRESIDENT WITHHOLDING A U.S. holder of exchange notes may be subject to backup withholding at a rate of 30% with respect to interest paid on the exchange notes and proceeds from the sale, exchange, redemption or retirement of the exchange notes. In order to avoid backup withholding, a U.S. holder of exchange notes should provide the exchange agent with such holder's correct Taxpayer Identification Number ("TIN") and other certifications on the Substitute Form W-9 enclosed with this Letter of Transmittal. If the shares are in more than one name or are not in the name of the actual owner, please consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9 for additional guidance on which number to report. If the holder does not have a TIN, the holder should write "Applied For" in the space provided for the TIN. If a U.S. holder does not provide a TIN within 60 days of a reportable payment, backup withholding at a rate of 30% may apply to such payment. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding may be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund from the Internal Revenue Service may be obtained. Certain holders (including, among others, corporations and non-U.S. holders) are exempt from these backup withholding and reporting requirements. However, non-U.S. holders may be subject to nonresident withholding on interest payments unless they provide a United States Internal Revenue Service Form W-8BEN or another appropriate version of Form W-8 and are otherwise eligible for the portfolio interest exception, as described in the prospectus relating to the original notes, and non-U.S. holders may in any case be subject to nonresident reporting on interest payments. Exempt persons who are U.S. holders should -11- indicate their exempt status on Substitute Form W-9 by entering their correct TIN, marking the appropriate space, and signing and dating the Substitute Form W-9 in the space provided. A non-U.S. holder should submit to the exchange agent the appropriate version of Form W-8, properly completed, including certification of such individual's foreign status, and signed under penalty of perjury. Form W-8BEN is the version of Form W-8 most likely to apply to foreign persons claiming exemption from withholding. Non-U.S. holders should carefully read the instructions to Form W-8BEN and, if applicable, complete the required information, sign and date the Form W-8BEN and return the form to the exchange agent with the completed Letter of Transmittal. In certain cases, Form W-8BEN may not be the proper United States Internal Revenue Service form to be completed and returned, depending on the status of the foreign person claiming exemption from backup withholding. If you are a non-U.S. holder, you must complete and return the appropriate version of Form W-8. Form W-8BEN and other Forms W-8 are available from the exchange agent or from the Internal Revenue web site, at http://www.irs.gov. If the exchange agent is not provided with a properly completed Substitute Form W-9 or an IRS Form W-8BEN or other Form W-8, the holder may be subject to penalties imposed by the Internal Revenue Service. In addition, the Depositary may be required to withhold 30% of any reportable payment made to the holder with respect to exchange notes. PLEASE CONSULT YOUR ACCOUNTANT OR TAX ADVISOR FOR FURTHER GUIDANCE REGARDING THE COMPLETION OF SUBSTITUTE FORM W-9, FORM W-8BEN, OR ANOTHER VERSION OF FORM W-8 TO CLAIM EXEMPTION FROM WITHHOLDING, OR CONTACT THE EXCHANGE AGENT. 6. TRANSFER TAXES. Sanmina-SCI will pay all transfer taxes, if any, applicable to the transfer of original notes to it or its order pursuant to the exchange offer. If, however, exchange notes and/or substitute original notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the original notes tendered hereby, or if tendered original notes are registered in the name of any person other than the person signing this letter, or if a transfer tax is imposed for any reason other than the transfer of original notes to Sanmina-SCI or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS LETTER. 7. WAIVER OF CONDITIONS. Sanmina-SCI reserves the absolute right to waive satisfaction of any or all conditions enumerated in the prospectus. 8. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of original notes, by execution of this letter or an agent's message in lieu thereof, shall waive any right to receive notice of the acceptance of their original notes for exchange. -12- Neither Sanmina-SCI, the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of original notes nor shall any of them incur any liability for failure to give any such notice. 9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES. Any holder whose original notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated above for further instructions. 10. WITHDRAWAL RIGHTS. Tenders of original notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on the expiration date. For a withdrawal of a tender of original notes to be effective, a written notice of withdrawal, or a properly transmitted "Request Message" through DTC's ATOP system, must be received by the exchange agent at the address set forth above prior to 5:00 P.M., New York City time, on the expiration date. Any such notice of withdrawal must (1) specify the name of the person having tendered the original notes to be withdrawn, which we refer to as the depositor in this letter, (2) identify the original notes to be withdrawn (including certificate number or numbers and the principal amount of such original notes), (3) contain a statement that such holder is withdrawing his election to have such original notes exchanged, (4) other than a notice through DTC's ATOP system, be signed by the holder in the same manner as the original signature on this letter by which such original notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of such original notes in the name of the person withdrawing the tender and (5) specify the name in which such original notes are registered, if different from that of the depositor. If original notes have been tendered pursuant to the procedure for book-entry transfer set forth in "The Exchange Offer-Book--Entry Transfer" section of the prospectus, any notice of withdrawal must comply with the applicable procedures of DTC. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by Sanmina-SCI, whose determination shall be final and binding on all parties. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the original notes so withdrawn are validly retendered. Any original notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of original notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry transfer procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the prospectus, such original notes will be credited to an account maintained with DTC for the original notes) as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following the procedures described above at any time on or prior to 5:00 P.M., New York City time, on the expiration date. -13- 11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for additional copies of the prospectus and this letter, and requests for notices of guaranteed delivery and other related documents may be directed to the exchange agent, at the address and telephone number indicated above. -14- PAYOR'S NAME: U.S. BANK NATIONAL ASSOCIATION - -------------------------------------------------------------------------------- SUBSTITUTE FORM W-9 NAME: ADDRESS: CHECK APPROPRIATE SPACE: Individual/Sole Proprieter ___ Corporation ___ Partnership ___ Other (specify) __________________ Exempt from Backup Withholding ---------------------------------------------------- DEPARTMENT OF THE PART 1 -- PLEASE PROVIDE YOUR Social Security TREASURY TIN IN THE BOX AT RIGHT AND number (or Individual INTERNAL REVENUE SERVICE CERTIFY BY SIGNING AND DATING Taxpayer BELOW Identification Number) (If awaiting TIN, write "Applied For") _____________ or Employer identification number (If awaiting TIN, write "Applied For") _____________ ------------------------------------------------------ PAYOR'S REQUEST FOR PART 2 -- Certification -- Under penalties of perjury, TAXPAYER IDENTIFICATION I certify that: NUMBER (TIN) (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). - -------------------------------------------------------------------------------- Certification Instructions -- You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE_____________________________________ DATE_______________________, 2003 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU INDICATED IN PART 1 THAT YOU ARE AWAITING A TIN. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days of the Payment Date the withholding amount will be remitted to the IRS. SIGNATURE _____________________________________DATE_____________________________ -1- EX-99.2 93 f88326exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY SANMINA-SCI CORPORATION OFFER FOR ALL OUTSTANDING 10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES IN EXCHANGE FOR 10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED PURSUANT TO THE PROSPECTUS, DATED ____________, 2003 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________________, 2003, UNLESS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. - -------------------------------------------------------------------------------- This form or one substantially equivalent hereto must be used to accept the exchange offer of Sanmina-SCI Corporation, which we refer to as Sanmina-SCI in this notice, made pursuant to the prospectus, dated ____________, 2003, if certificates for the outstanding 10.375% Senior Secured Notes due January 15, 2010 of Sanmina-SCI and associated guarantees, which we collectively refer to as the original notes in this notice, are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach U.S. Bank National Association, as exchange agent, prior to 5:00 p.m., New York City time, on ____________, 2003, unless extended, which we refer to as the expiration date in this notice. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the exchange agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender original notes pursuant to the exchange offer, a completed, signed and dated letter of transmittal for original notes held in certificated form (or a facsimile of the letter of transmittal) or an agent's message instead of a letter of transmittal for original notes held in book-entry form must also be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the prospectus. The exchange agent for the exchange offer is: U.S. BANK NATIONAL ASSOCIATION By Hand and Overnight Delivery or By Facsimile (for eligible Certified Mail: institutions only): U.S. Bank (213) 362-7357 Corporate Trust Service 180 East Fifth Street To Confirm by Telephone St. Paul, MN 55101 Attn: Specialized Finance (213) 362-7338 Sanmina-SCI Corporation 10.375% Senior Secured Notes due January 15, 2010 DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This notice is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by a "Medallion Signature Guarantor" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Sanmina-SCI, upon the terms and subject to the conditions set forth in the prospectus and the related letter of transmittal, receipt of each of which the undersigned hereby acknowledges, the aggregate principal amount of original notes set forth below, pursuant to the guaranteed delivery procedures described in the letter of transmittal and under the caption "The Exchange Offer--Guaranteed Delivery Procedures" in the prospectus. ________________________________________________________________________________ Aggregate principal amount of original notes tendered (must be in integral multiples of $1,000) ________________________________________________________________________________ Name(s) of holders ________________________________________________________________________________ Name of eligible guarantor institution guaranteeing delivery Provide the following information for original notes certificates to be delivered to the exchange agent: ________________________________________________________________________________ Certificate numbers for original notes tendered Provide the following information for original notes to be tendered by book-entry delivery: ________________________________________________________________________________ Name of tendering institution ________________________________________________________________________________ DTC account number All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. PLEASE SIGN HERE x_______________________________________________________________________________ x_______________________________________________________________________________ Signature(s) of owners or Date authorized signatory ________________________________________________________________________________ Area code and telephone number Must be signed by the holder(s) of the original notes being tendered as the name(s) appear(s) on the certificates evidencing such original notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. Please print name(s) and address(es). ________________________________________________________________________________ ________________________________________________________________________________ Name(s): ________________________________________________________________________________ Capacity: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Address(es): GUARANTEE (not to be used for signature guarantees) The undersigned, a firm or other entity identified in Rule l7Ad-15 under the United States Securities Exchange Act of 1934, as amended, as an "Eligible Guarantor Institution," which definition includes: (i) banks (as that term is defined in Section 3(a) of the Federal Deposit Insurance Act); (ii) brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, and government securities brokers, as those terms are defined under the Act; (iii) credit unions (as that term is defined in Section 19(b)(1)(A) of the Federal Reserve Act); (iv) national securities exchanges, registered securities associations, and clearing agencies, as those terms are used under the Act; and (v) savings associations (as that term is defined in Section 3(b) of the Federal Deposit Insurance Act), hereby guarantees to deliver to the exchange agent, within three New York Stock Exchange trading days after the date of execution of this notice, the original notes tendered hereby, either: (a) by book-entry transfer, to the account of the exchange agent at DTC, pursuant to the procedures for book-entry delivery set forth in the prospectus, together with an agent's message, with any required signature guarantees, and any other required documents, or (b) by delivering certificates representing the original notes tendered hereby, together with the properly completed, dated and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), with any required signature guarantees, and any other required documents. The undersigned acknowledges that it must deliver the original notes tendered hereby, either (i) in the case of original notes held in book-entry form, by book-entry transfer into the account of the exchange agent at DTC, together with an agent's message, and any required signature guarantees and other required documents, or (ii) in the case of original notes held in certificated form, by delivering to the exchange agent certificates representing the original notes tendered hereby, together with the letter of transmittal (or a manually signed facsimile copy of the letter of transmittal), and any required signature guarantees and other required documents, in either case, within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. (Please Type or Print) ______________________________________ ______________________________________ (Firm Name) (Authorized Signature) ______________________________________ ______________________________________ (Print or Type Name of Signatory) ______________________________________ (Firm Address) ______________________________________ (Title) ______________________________________ ______________________________________ (Area Code and Telephone Number and (Date) Fax Number) DO NOT SEND PHYSICAL CERTIFICATES REPRESENTING ORIGINAL NOTES WITH THIS NOTICE. SUCH PHYSICAL CERTIFICATES SHOULD BE SENT TO THE EXCHANGE AGENT, TOGETHER WITH A PROPERLY COMPLETED AND EXECUTED LETTER OF TRANSMITTAL. EX-99.3 94 f88326exv99w3.txt EXHIBIT 99.3 EXHIBIT 99.3 SANMINA-SCI CORPORATION OFFER FOR ALL OUTSTANDING 10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES IN EXCHANGE FOR 10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED PURSUANT TO THE PROSPECTUS, DATED ____________, 2003 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________________, 2003, UNLESS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. - -------------------------------------------------------------------------------- __________ __, 2003 To Our Clients: Enclosed for your consideration is a prospectus, dated _____________, 2003, and the related letter of transmittal relating to the exchange offer by Sanmina-SCI Corporation, which we refer to as Sanmina-SCI in this letter, to exchange its 10.375% Senior Secured Notes due January 15, 2010 and associated guarantees, which have been registered under the Securities Act of 1933, as amended, which we collectively refer to as the exchange notes in this letter, for its outstanding 10.375% Senior Secured Notes due January 15, 2010 and associated guarantees, which we collectively refer to as the original notes in this letter, upon the terms and subject to the conditions described in the prospectus and the letter of transmittal. The exchange offer is being made in order to satisfy certain obligations of Sanmina-SCI and certain of its subsidiaries contained in the Registration Rights Agreement, dated December 23, 2002, by and among Sanmina-SCI, certain subsidiaries of Sanmina-SCI party thereto and the initial purchasers referred to therein. This material is being forwarded to you as the beneficial owner of the original notes held by us for your account but not registered in your name. A TENDER OF SUCH ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request instructions as to whether you wish us to tender on your behalf the original notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed prospectus and letter of transmittal. Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the original notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 P.M., New York City time, on ___________, 2003, unless extended by Sanmina-SCI, which we refer to as the expiration date in this letter. Any original notes tendered pursuant to the exchange offer may be withdrawn at any time before the expiration date. Your attention is directed to the following: 1. The exchange offer is for any and all original notes. 2. The exchange offer is subject to certain conditions set forth in the prospectus in the section captioned "The Exchange Offer -- Conditions to the Completion of the Exchange Offer." 3. Any transfer taxes incident to the transfer of original notes from the holder to Sanmina-SCI will be paid by Sanmina-SCI, except as otherwise provided in the instructions in the letter of transmittal. 4. The exchange offer expires at 5:00 P.M., New York City time, on ________, 2003, unless extended by Sanmina-SCI. If you wish to have us tender your original notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL NOTES. -2- INSTRUCTIONS The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the exchange offer of Sanmina-SCI Corporation with respect to the original notes. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer all right, title and interest in the original notes and to acquire the exchange notes, issuable upon the exchange of such original notes, and that, when such validly tendered original notes are accepted by Sanmina-SCI for exchange, Sanmina-SCI will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. By completing, executing and delivering these instructions, the undersigned hereby makes the acknowledgments, representations and warranties referred to above and instructs you to tender the original notes held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the prospectus and letter of transmittal.

ORIGINAL NOTES WHICH ARE TO BE TENDERED - ---------------------------------------------------------------------------------------------------------------- CERTIFICATE NUMBERS PRINCIPAL AMOUNT HELD BY THE ORIGINAL NOTES ARE TO BE TENDERED (IF AVAILABLE) UNDERSIGNED ("YES" OR "NO")* - ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------

* Unless otherwise indicated, "yes" will be assumed. None of the original notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the original notes held by us for your account. IMPORTANT PLEASE SIGN HERE (to be completed by all tendering holders) THE COMPLETION, EXECUTION AND TIMELY DELIVERY OF THESE INSTRUCTIONS WILL BE DEEMED TO CONSTITUTE AN INSTRUCTION TO TENDER ORIGINAL NOTES AS INDICATED ABOVE. Signature (s): _________________________________________________________________ Name (s) (Please Print): _______________________________________________________ Address: _______________________________________________________________________ Zip Code: ______________________________________________________________________ Area Code and Telephone No.: ___________________________________________________ Tax Identification or Social Security No.: _____________________________________ My Account Number with You: ____________________________________________________ Date: __________________________________________________________________________ (Must be signed by the registered holder(s) of the original notes exactly as its (their) name(s) appear(s) on certificate(s) or on a security position listing, or by the person(s) authorized to become registered holder(s) by endorsement and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title next to his or her name above. See Instruction 3 to the letter of transmittal.) EX-99.4 95 f88326exv99w4.txt EXHIBIT 99.4 EXHIBIT 99.4 SANMINA-SCI CORPORATION OFFER FOR ALL OUTSTANDING 10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES IN EXCHANGE FOR 10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED PURSUANT TO THE PROSPECTUS, DATED ____________, 2003 - ------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________________, 2003, UNLESS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. - ------------------------------------------------------------------------------- ______________ __, 2003 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Your prompt action is requested. The exchange offer will expire at 5:00 p.m., New York City time, on __________, 2003, unless extended, which we refer to as the expiration date in this letter. Original notes (as defined below) tendered pursuant to the exchange offer may be withdrawn at any time before the expiration date. Please furnish copies of the enclosed materials as quickly as possible to those of your clients for whom you hold original notes in your name or in the name of your nominee. Sanmina-SCI Corporation, which we refer to as Sanmina-SCI in this letter, is offering, upon and subject to the terms and conditions set forth in the prospectus, dated ____________, 2003, and the enclosed letter of transmittal to exchange in the exchange offer its 10.375% Senior Secured Notes due January 15, 2010 and associated guarantees, which have been registered under the Securities Act of 1933, as amended, for its outstanding 10.375% Senior Secured Notes due January 15, 2010 and associated guarantees, which we collectively refer to in this letter as the original notes. The exchange offer is being made in order to satisfy certain obligations of Sanmina-SCI and certain of its subsidiaries contained in the Registration Rights Agreement, dated December 23, 2002, by and among Sanmina-SCI, certain subsidiaries of Sanmina-SCI party thereto and the initial purchasers referred to therein. We are requesting that you contact your clients for whom you hold original notes regarding the exchange offer. For your information and for forwarding to your clients for whom you hold original notes registered in your name or in the name of your nominee, or who hold original notes registered in their own names, we are enclosing the following documents: 1. Prospectus, dated ___________, 2003; 2. The letter of transmittal for your use and for the information of your clients; 3. A notice of guaranteed delivery to be used to accept the exchange offer if certificates for original notes are not immediately available or time will not permit all required documents to reach the exchange agent prior to the expiration date or if the procedure for book-entry transfer cannot be completed on a timely basis; 4. A form of letter which may be sent to your clients for whose account you hold original notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the exchange offer; and 5. [Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.] To participate in the exchange offer, a duly executed and properly completed letter of transmittal for original notes held in certificated form (or facsimile of the letter of transmittal) or an agent's message instead of the letter of transmittal for original notes held in book-entry form, with any required signature guarantees and any other required documents, should be sent to the exchange agent, and certificates representing the original notes should be delivered to the exchange agent or the original notes shall be tendered by the book-entry procedures described in the prospectus under "The Exchange Offer - -- Book-Entry Transfer," all in accordance with the instructions set forth in the letter of transmittal and the prospectus. If a registered holder of original notes desires to tender original notes, but such original notes are not immediately available, or time will not permit such holder's original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the prospectus under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." Sanmina-SCI will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the prospectus and the related documents to the beneficial owners of original notes held by them as nominee or in a fiduciary capacity. Sanmina-SCI will pay or cause to be paid all transfer taxes applicable to the exchange of original notes pursuant to the exchange offer, except as set forth in Instruction [6] of the letter of transmittal. Any inquiries you may have with respect to the procedure for tendering original notes pursuant to the exchange offer, or requests for additional copies of the enclosed materials, should be directed to U.S. Bank National Association, the exchange agent for the exchange offer, at its address and telephone number set forth on the front of the letter of transmittal. Very truly yours, Sanmina-SCI Corporation NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF SANMINA-SCI OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL. Enclosures -2- EX-99.5 96 f88326exv99w5.txt EXHIBIT 99.5 EXHIBIT 99.5 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE IRS FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social security numbers (SSNs) have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers (EINs) have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF: FOR THIS TYPE OF ACCOUNT: GIVE NAME AND EIN OF: - ------------------------------------------------------ ------------------------------------------------------ 1. Individual The individual 6. Sole proprietorship The owner (3) 2. Two or more individuals The actual owner of the 7. A valid trust, estate, Legal entity (4) (joint account) account or, if combined or pension trust funds, the first individual on the 8. Corporate The corporation account (1) 9. Association, club, The organization 3. Custodian account of a The minor (2) religious, charitable, minor (Uniform Gift to educational, or other Minors Act) tax-exempt organization 4. a. The usual revocable The grantor-trustee (1) 10. Partnership The partnership savings trust (grantor is also trustee) 11. A broker or registered The broker or nominee nominee b. So-called trust The actual owner (1) account that is not a 12. Account with the The public entity legal or valid trust Department of under state law Agriculture in the name of a public entity 5. Sole proprietorship The owner (3) (such as a state or local government, school district, or prison) that receives agricultural program payments

- ------------------------------------------------------------------------------- (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's SSN. (3) YOU MUST SHOW YOUR INDIVIDUAL NAME, but you may also enter your business or "DBA" name. You may use either your SSN or EIN (if you have one). (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title). NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE IRS FORM W-9 PAGE 2 OBTAINING A NUMBER If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration Office. Get Form W-7, Application for IRS Taxpayer Identification Number, to apply for an individual taxpayer identification number or Form SS-4, Application for Employer Identification Number to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS Web Site at www.irs.gov. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on payments of interest and dividends and/or on broker transactions include the following: - A corporation. - An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). - The United States or any of its agencies or instrumentalities. - A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. - A foreign government, or any of its political subdivisions, agencies or instrumentalities. - An international organization or any of its agencies or instrumentalities. - A foreign central bank of issue. - A dealer in securities or commodities required to register in the U.S., the District of Columbia, or a possession of the U.S. - A futures commission merchant registered with the Commodity Futures Trading Commission. - A real estate investment trust. - An entity registered at all times during the tax year under the Investment Company Act of 1940. - A common trust fund operated by a bank under section 584(a). - A financial institution. - A trust exempt from tax under section 664 or described in section 4947. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE IT, AND RETURN IT TO THE PAYER. Certain payments other than interest and dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6045, 6049, 6050A, and 6050N. PRIVACY ACT NOTICE Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTIES FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. - If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. - If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSE INFORMATION. - Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.1.4

                                                                   EXHIBIT 3.1.4

                          CERTIFICATE OF INCORPORATION

                                       OF

                       MOOSE ACQUISITION SUBSIDIARY, INC.

                              DELAWARE CORPORATION

         1.       The name of this corporation is Moose Acquisition Subsidiary,
Inc.

         2.       The address of the corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle, Zip Code 19801. The name of its registered
agent at such address is The Corporation Trust Company.

         3.       The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         4.       The corporation is authorized to issue one class of shares to
be designated "Common Stock". The number of shares of Common Stock authorized to
be issued is One Thousand (1,000), with par value of $0.001 per share.

         5.       The name and mailing address of the incorporator are as
follows:

                                  Gustavo Casas
                        Wilson Sonsini Goodrich & Rosati
                               650 Page Mill Road
                               Palo Alto, CA 94304

         6.       In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter, amend
or repeal the Bylaws of the corporation.

         7.       The election of directors need not be by written ballot unless
the Bylaws of the corporation shall so provide.

         8.       (a)      To the fullest extent permitted by the Delaware
General Corporation Law as the same exists or as may hereafter be amended, a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Neither any amendment nor repeal of this Article, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article, shall eliminate or reduce the effect of this Article in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Article, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.



                  (b)      The corporation shall indemnify each of the
corporation's directors and officers in each and every situation where under
Section 145 of the General corporation Law of the State of Delaware, as amended
from time to time ("Section 145"), the Corporation is permitted or empowered to
make such indemnification. The corporation may, in the sole discretion of the
Board of Directors of the corporation, indemnify any other person who may be
indemnified pursuant to Section 145 to the extent the Board of Directors deems
advisable, as permitted by Section 145. The Corporation shall promptly make or
cause to be made any determination required to be made pursuant to Section 145.

         9.       Advance notice of new business and stockholder nomination for
the election of directors shall be given in the manner and to the extent
provided in the Bylaws of the corporation.

         10.      The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                  I, THE UNDERSIGNED, being the incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying, under penalties of perjury, that this is my act and deed and the
facts herein stated are true, and accordingly have hereunto set my hand this
26th day of May, 2000.

                                                              /s/ Gustavo Casas
                                                              ------------------
                                                              Gustavo Casas,

                                                              Incorporator

                                      -2-

EX-3.1.5

                                                                   EXHIBIT 3.1.5

                          CERTIFICATE OF INCORPORATION

                                       OF

                       ESSEX ACQUISITION SUBSIDIARY, INC.

                                   ARTICLE I

         The name of the Corporation is Essex Acquisition Subsidiary, Inc. (the
"Corporation").

                                   ARTICLE II

         The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

                                  ARTICLE III

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

                                   ARTICLE IV

         The Corporation is authorized to issue one class of capital stock to be
designated "Common Stock", with a par value of $0.001 per share. The total
number of shares which the Corporation is authorized to issue is 20,000,000,
consisting of 17,000,000 shares of Class A Common Stock, and 3,000,000 shares of
Class B Common Stock.

         The relative rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes of the shares of capital stock or the
holders thereof are as set forth below.

                                   ARTICLE V

         Except as otherwise provided in this Article V, the rights, preferences
and limitations of Class A Common Stock and Class B Common Stock shall be
identical in all respects:

         1.       Voting Rights. Each holder of Class A Common Stock shall have
the right to one vote in respect of each share of Class A Common Stock held by
him or her and shall be entitled to vote upon all matters and in such manner as
may be provided by law. The holders of Class B Common Stock shall have no voting
powers except as required by law provided herein.

                                   ARTICLE VI

         The Corporation reserves the right to amend, alter, change, or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the statute, and all rights conferred upon the
stockholder herein are granted subject to this right.



                                  ARTICLE VII

         The Corporation is to have perpetual existence.

                                  ARTICLE VIII

         1.       Limitation of Liability. To the fullest extent permitted by
the General Corporation Law of the State of Delaware as the same exists or as
may hereafter be amended, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.

         2.       Indemnification. The Corporation may indemnify to the fullest
extent permitted by law any person made or threatened to be made a party to an
action or proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that such person or his or her testator or intestate is or
was a director, officer of employee of the Corporation, or any predecessor of
the Corporation, or serves or served at any other enterprise as a director,
officer or employee at the request of the Corporation or any predecessor to the
Corporation.

                                   ARTICLE IX

         Holders of voting stock of any class or series of the Corporation shall
not be entitled to cumulate their votes for the election of directors or any
other matter submitted to a vote of the stockholders, unless such cumulative
voting is required pursuant to Sections 2115 and/or 301.5 of the California
Corporations Code, in which event each such holder shall be entitled to as many
votes as shall equal the number of votes which (except for this provision as to
cumulative voting) such holder would be entitled to cast for the election of
directors with respect to his shares of stock multiplied by the number of
directors to be elected by him, and the holder may cast all of such votes for a
single director or may distribute them among the number of directors to be voted
for, or for any two or more of them as such holder may see fit, so long as the
name of the candidate for director shall have been placed in nomination prior to
the voting and the stockholder, or any other holder of the same class or series
of stock, has given notice at the meeting prior to the voting of the intention
to cumulate votes.

                                   ARTICLE X

         1.       Number of Directors. The number of directors which constitutes
         the whole Board of Directors of the Corporation shall be designated in
         the Bylaws of the Corporation.

         2.       Election of Directors. Elections of directors need not be by
         written ballot unless the Bylaws of the Corporation so provide.

                                   ARTICLE XI

         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.

                                      -2-



                                   ARTICLE XII

         The name and mailing address of the incorporator are:

                                  Gustavo Casas
                        Wilson Sonsini Goodrich & Rosati
                               650 Page Mill Road
                               Palo Alto, CA 94304

         The undersigned incorporator hereby acknowledges that the above
Certificate of Incorporation of Moose Acquisition Subsidiary, Inc. is his act
and deed and that the facts stated therein are true.

Dated:  May 30, 2000

                                                   /s/ Gustavo Casas
                                                   ---------------------------
                                                   Gustavo Casas, Incorporator

                                      -3-

EX-3.1.6

                                                                   EXHIBIT 3.1.6

                          CERTIFICATE OF INCORPORATION

                                       OF

                          SANMINA CANADA HOLDINGS, INC.

                              DELAWARE CORPORATION

1.       The name of this corporation is Sanmina Canada Holdings, Inc.

2.       The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, Zip Code 19801. The name of its registered
agent at such address is The Corporation Trust Company.

3.       The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

4.       The corporation is authorized to issue one class of shares to be
designated "Common Stock". The number of shares of Common Stock authorized to be
issued is One Million (1,000,000), with par value of $0.001 per share.

5.       The name and mailing address of the incorporator are as follows:

                             Christopher D. Mitchell
                        Wilson Sonsini Goodrich & Rosati
                               650 Page Mill Road
                               Palo Alto, CA 94304

6.       In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the corporation.

7.       The election of directors need not be by written ballot unless the
Bylaws of the corporation shall so provide.

8.       (a)      To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Neither any amendment nor repeal of this Article, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit, or claim that, but for this Article,
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.



         (b)      The corporation shall indemnify each of the corporation's
directors and officers in each and every situation where under Section 145 of
the General Corporation Law of the State of Delaware, as amended from time to
time ("Section 145"), the Corporation is permitted or empowered to make such
indemnification. The corporation may, in the sole discretion of the Board of
Directors of the corporation, indemnify any other person who may be indemnified
pursuant to Section 145 to the extent the Board of Directors deems advisable, as
permitted by Section 145. The Corporation shall promptly make or cause to be
made any determination required to be made pursuant to Section 145.

9.       Advance notice of new business and stockholder nomination for the
election of directors shall be given in the manner and to the extent provided in
the Bylaws of the corporation.

10.      The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying,
under penalties of perjury, that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 29th day of
October, 1998.

                                                     /s/ Christopher D. Mitchell
                                                     ---------------------------
                                                     Christopher D. Mitchell,
                                                     Incorporator

                                      -2-

EX-3.1.7

                                                                   EXHIBIT 3.1.7

                            ARTICLES OF ORGANIZATION

                                       OF

                             SCI PLANT NO. 2, L.L.C.

                                TABLE OF CONTENTS

                                    I N D E X



ARTICLE                                                                         PAGE
- -------                                                                         ----
                                                                             
ARTICLE I - NAME OF THE LIMITED LIABILITY COMPANY.............................   1

ARTICLE II - INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT..............   1

ARTICLE III - PERIOD OF DURATION..............................................   1

ARTICLE IV - PURPOSE; POWERS..................................................   2

ARTICLE V - INITIAL MEMBER; MEMBERSHIP INTERESTS..............................   2

ARTICLE VI - ADDITIONAL MEMBERS...............................................   2

ARTICLE VII - MANAGEMENT......................................................   2

ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS.............................   3

ARTICLE IX - DISTRIBUTIONS....................................................   3

ARTICLE X - DISSOCIATION; ASSIGNMENT..........................................   3

ARTICLE XI - TAX PROVISIONS...................................................   3

ARTICLE XIII - LIQUIDATION....................................................   5

ARTICLE XIV - OPERATING AGREEMENT.............................................   5

ARTICLE XV - MISCELLANEOUS....................................................   5




                            ARTICLES OF ORGANIZATION

                                       OF

                             SCI PLANT NO. 2, L.L.C.

         THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 2, L.L.C., are made and
entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC.
for the purpose of forming a limited liability company pursuant to the Alabama
Limited Liability Company Act (the "Act"), as follows:

                                    ARTICLE I
                      NAME OF THE LIMITED LIABILITY COMPANY

         The name of the limited liability company is SCI Plant No. 2, L.L.C.
(the "Company").

                                   ARTICLE II
               INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT

         The street address of the initial registered office of the limited
liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and
the name of the initial registered agent at such address is Michael M. Sullivan.
Either the registered office or the registered agent may be changed in the
manner provided by law.

                                  ARTICLE III
                               PERIOD OF DURATION

         The limited liability company shall have perpetual existence, except
that the limited liability company shall be dissolved upon the occurrence of one
of the following:

         (1)      Vote of the holders of a majority of the membership interests
to dissolve the Company.

         (2)      When there is no remaining member, unless either of the
following:

                  (a)      The holders of all of the financial rights in the
limited liability company agree in writing, within ninety (90) days after the
cessation of membership of the last member, to continue the legal existence and
business of the limited liability company and to appoint one or more new
members; or

                  (b)      The legal existence and business of the limited
liability company is continued and one or more new members are appointed by the
holders of all of the financial rights in the limited liability company.

         (3)      When the limited liability company is not the successor
limited liability company in the merger or consolidation with one or more
limited liability companies or other entities.



         (4)      Entry of a decree of judicial dissolution under Section
10-12-38 of the Act, as amended.

         (5)      Occurrence of any other event of dissolution specified in the
Operating Agreement.

                                   ARTICLE IV
                                PURPOSE; POWERS

         The purpose for which this Company is formed is to (1) segregate
employment related costs and track costs of production in order to more
competitively bid on contracts, and (2) conduct any other lawful business. In
furtherance of the purpose of the Company as set forth above, the Company shall
have the power and authority to take all actions necessary, useful or
appropriate to accomplish its purpose, including, but not limited to, the
conduct of business and exercise of all powers authorized by the Act.

                                   ARTICLE V
                      INITIAL MEMBER; MEMBERSHIP INTERESTS

         The name and mailing address of the initial member of the Company and
the respective interest of such member in profits, losses, distributions,
capital and other Company items are as follows:



           NAME                     ADDRESS                 INTEREST
           ----                     -------                 --------
                                                      
SCI Systems (Alabama), Inc.    P. O. Box 1000                 100%
                               Huntsville, Alabama 35807


                                   ARTICLE VI
                               ADDITIONAL MEMBERS

         The member by written consent shall have the right to admit additional
members. Where there are two or more members, the members holding over fifty
percent (50%) of the membership interests may admit additional members.

                                  ARTICLE VII
                                   MANAGEMENT

         The business and affairs of the Company shall be managed by the
members. Each member shall participate equally in the management and affairs of
the Company. No member shall be entitled to receive a salary or other
compensation from the Company in connection with the management of the Company.
All deeds, notes, mortgages, security agreements, leases, options, sale
contracts, and other contracts and documents which are to be executed by the
Company shall be sufficient if signed on behalf of the Company by any one
member. Any third party dealing with the Company shall be fully protected in
relying upon the execution of any Company document by any one of the members and
the signature of such member thereon shall be conclusive evidence of the

                                      -2-



authority of such member to sign on behalf of the Company with respect to any
third party relying thereon.

                                  ARTICLE VIII
                       CAPITAL CONTRIBUTIONS AND ACCOUNTS

         The members shall make capital contributions to the Company in
proportion to their membership interests. Capital contributions shall be
determined by consent of all the members. Individual capital accounts shall be
maintained for the members.

                                   ARTICLE IX
                                  DISTRIBUTIONS

         Upon vote of the members, the Company shall make distributions out of
its available cash funds or other assets to the members in proportion to their
respective membership interests in accordance with the Act. A member may be
required to accept a distribution from the Company in cash or in kind or partly
in cash and partly in kind.

                                   ARTICLE X
                            DISSOCIATION; ASSIGNMENT

         No member shall have the right to dissociate voluntarily from the
Company without the written consent of the other members. If a member desires to
withdraw from the Company, the other members shall have the right to purchase
the Company interest of the member desiring to withdraw at a price and in
accordance with procedures set forth in the Act. If the other members do not
purchase such interest, then the Company shall be dissolved and liquidated. No
member shall have the right to assign all or any portion of such members
interest in the Company without the written consent of the other members. If the
members consent to the assignment of another member's interest in the Company,
then such other member shall be free to assign such interest as set forth in the
written consent. An assignee of a member's interest only entitles such person to
the financial rights of the assignor member to the extent assigned. An assignee
of an interest in the Company may become a member only if the members holding
more than fifty percent (50%) of the membership interests consent in writing. A
member who assigns all such interest in the Company does not cease to be a
member until the assignee of such interest is substituted as a member by
unanimous written consent of the other members.

                                   ARTICLE XI
                                 TAX PROVISIONS

         The following provisions are hereby adopted to govern certain tax
matters affecting the Company in the event the Company is treated as a
partnership under the Internal Revenue Code:

         (1)      The members' capital accounts shall be established, determined
and maintained for each member and assignee in accordance with Section
1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg.").

                                      -3-



         (2)      "Net Profits" or "Net Losses" for any fiscal year or other
period shall be an amount equal to the sum of (a) the Company's taxable income
or loss for such year or period as computed for federal income tax purposes and
subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the
Company for such year or period exempt from federal income taxation and any gain
on in-kind distributions to be taken into account under Treas. Reg. Section
1.704-1 (b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for
such year or period not deductible in computing taxable income and not properly
chargeable to the capital accounts and any losses on in-kind distributions to be
taken into account under Treas. Reg. Section 1.704.1 (b)(2)(iv)(e)(1). Without
limitation, all items of income, gain, loss or deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or
other period shall be allocated to the members in accordance with their
respective Company interests.

         (3)      If there is a net decrease in Company minimum gain for a
Company taxable year, each member shall be allocated items of Company income and
gain for that year equal to that member's share of the net decrease in Company
minimum gain. This provision is intended to constitute a "minimum gain
chargeback requirement" and it shall be interpreted and administered in
accordance with Treas. Regs. Section 1.704-2(f).

         (4)      In accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss, deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the members so as to take account of the variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial fair market value. Any elections or other decisions
relating to Code Section 704(c) allocations shall be made by the members in any
manner that reasonably reflects the purpose and intention of this Articles of
Organization. Code Section 704(c) allocations pursuant to this section are
solely for purposes of federal, state, and local taxes and shall not affect, or
in any way be taken into account in computing any member's capital account or
share of Net Profits, Net Losses, other items, or distributions pursuant to any
provision of this Articles of Organization.

         (5)      Upon liquidation of the Company (or any member's interest in
the Company), liquidating distributions shall in all cases be made in accordance
with the positive capital account balances of the members, as determined after
taking into account all capital account adjustments for the Company taxable year
during which such liquidation occurs, by the end of such taxable year or, if
later, within 90 days after the date of such liquidation, except as permitted by
Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member
be required to restore a deficit in such member's capital account. Instead of
restoring a deficit balance in such member's capital account, a member who
unexpectedly receives an adjustment, allocation or distribution described in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items
of income and gain (consisting of a pro rata portion of each item of Company
income, including gross income and gain for such year) in a manner sufficient to
eliminate the deficit capital account balance as quickly as possible. It is
intended hereby that this constitute a "qualified income offset" as described in
Treas. Reg. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and
administered in accordance with Treas. Reg. Section 1.704-1(b)(2)(d).

         (6)      SCI Systems (Alabama), Inc. is hereby designated the tax
matters member.

                                      -4-



                                  ARTICLE XIII
                                   LIQUIDATION

         Upon dissolution of the Company, its affairs shall be wound up and its
assets distributed in accordance with the Act, except that the distribution to
each member shall be subject to the provisions of Article XI(5) above.

                                   ARTICLE XIV
                               OPERATING AGREEMENT

         Members of the Company may enter into an operating agreement to
regulate or establish the affairs of the Company, the conduct of its business,
and the relations of its members. Such operating agreement may contain any
provisions regarding the affairs of the Company, the conduct of its business and
the relation of its members that are not inconsistent with laws of the State of
Alabama or the Articles of Organization. To the extent these Articles of
Organization contain provisions not required under the Act to form the Company,
such provisions shall constitute an operating agreement.

                                   ARTICLE XV
                                  MISCELLANEOUS

         (1)      The Company shall keep at its registered office the records
required by the Act and such records shall be subject to inspection and copying
at the reasonable request of a member.

         (2)      As soon as practicable, after the end of each fiscal year,
each member shall be furnished with a copy of the income statement and balance
sheet of the Company as of the last day of such fiscal year. The obligation
hereunder may be satisfied by furnishing each member a copy of the income tax
return of the Company.

         (3)      The fiscal year of the Company shall be the calendar year.

         (4)      All funds of the Company shall be initially deposited in a
separate account or accounts maintained at one or more financial institutions.
Such funds are subject to investment and reinvestment pending disbursement for
Company purposes as provided in the Act. Each member shall have signatory
authority over the accounts maintained at any financial institution.

         (5)      The tax matters member shall be responsible for filing on
behalf of the Company with the Internal Revenue Service the required annual
income tax return and filing with the appropriate state tax authorities the
required state income tax returns.

         (6)      Action of the Company to be adopted by the members shall
require the vote or consent of the members holding more than fifty percent (50%)
of the membership interests. A member upon reasonable advance notice to the
other member may call a meeting of the members for the purpose of considering
and voting upon any proposed action of the Company. Any notice given regarding a
meeting at which action is proposed, shall describe generally the matter to be
considered. Such notice may be oral or in writing.

                                      -5-



         (7)      The laws of the State of Alabama shall govern the business of
the Company and the relation of its members.

         (8)      No member shall have the right to maintain any action for
partition with respect to any of the assets of the Company.

         (9)      Except as may be modified by an operating agreement, these
Articles of Organization set forth herein constitute the entire agreement with
respect to the subject matter hereof.

         IN WITNESS WHEREOF, the undersigned member of the Company has hereunto
executed the foregoing Articles of Organization on the date and year first above
written.

                                              SCI systems (Alabama), Inc.

                                              By: /s/ Michael M. Sullivan
                                                  ------------------------------
                                                      Michael M. Sullivan
                                              Its: Secretary & Corporate Counsel

                                       -6-

EX-3.1.8

                                                                   EXHIBIT 3.1.8

                            ARTICLES OF ORGANIZATION
                                       OF
                             SCI PLANT NO. 3, L.L.C.

                                    I N D E X



ARTICLE                                                                         PAGE
- -------                                                                         ----
                                                                             
ARTICLE I - NAME OF THE LIMITED LIABILITY COMPANY.............................   1

ARTICLE II - INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT..............   1

ARTICLE III - PERIOD OF DURATION..............................................   1

ARTICLE IV - PURPOSE; POWERS..................................................   2

ARTICLE V - INITIAL MEMBER; MEMBERSHIP INTERESTS..............................   2

ARTICLE VI - ADDITIONAL MEMBERS...............................................   2

ARTICLE VII - MANAGEMENT......................................................   2

ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS.............................   3

ARTICLE IX - DISTRIBUTIONS....................................................   3

ARTICLE X - DISSOCIATION; ASSIGNMENT..........................................   3

ARTICLE XI - TAX PROVISIONS...................................................   3

ARTICLE XIII - LIQUIDATION....................................................   5

ARTICLE XIV - OPERATING AGREEMENT.............................................   5

ARTICLE XV - MISCELLANEOUS....................................................   5


                                      -i-



                            ARTICLES OF ORGANIZATION
                                       OF
                             SCI PLANT NO. 3, L.L.C.

         THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 3, L.L.C., are made and
entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC.
for the purpose of forming a limited liability company pursuant to the Alabama
Limited Liability Company Act (the "Act"), as follows:

                                    ARTICLE I
                      NAME OF THE LIMITED LIABILITY COMPANY

         The name of the limited liability company is SCI Plant No. 3, L.L.C.
(the "Company").

                                   ARTICLE II
               INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT

         The street address of the initial registered office of the limited
liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and
the name of the initial registered agent at such address is Michael M. Sullivan.
Either the registered office or the registered agent may be changed in the
manner provided by law.

                                  ARTICLE III
                               PERIOD OF DURATION

         The limited liability company shall have perpetual existence, except
that the limited liability company shall be dissolved upon the occurrence of one
of the following:

         (1)      Vote of the holders of a majority of the membership interests
to dissolve the Company.

         (2)      When there is no remaining member, unless either of the
following:

                  (a)      The holders of all of the financial rights in the
         limited liability company agree in writing, within ninety (90) days
         after the cessation of membership of the last member, to continue the
         legal existence and business of the limited liability company and to
         appoint one or more new members; or

                  (b)      The legal existence and business of the limited
         liability company is continued and one or more new members are
         appointed by the holders of all of the financial rights in the limited
         liability company.

         (3)      When the limited liability company is not the successor
limited liability company in the merger or consolidation with one or more
limited liability companies or other entities.

         (4)      Entry of a decree of judicial dissolution under Section
10-12-38 of the Act, as amended.



         (5)      Occurrence of any other event of dissolution specified in the
Operating Agreement.

                                   ARTICLE IV
                                 PURPOSE; POWERS

         The purpose for which this Company is formed is to (1) segregate
employment related costs and track costs of production in order to more
competitively bid on contracts, and (2) conduct any other lawful business. In
furtherance of the purpose of the Company as set forth above, the Company shall
have the power and authority to take all actions necessary, useful or
appropriate to accomplish its purpose, including, but not limited to, the
conduct of business and exercise of all powers authorized by the Act.

                                   ARTICLE V
                      INITIAL MEMBER; MEMBERSHIP INTERESTS

         The name and mailing address of the initial member of the Company and
the respective interest of such member in profits, losses, distributions,
capital and other Company items are as follows:



          NAME                        ADDRESS              INTEREST
- ---------------------------    -------------------------   --------
                                                     
SCI Systems (Alabama), Inc.    P. O. Box 1000                100%
                               Huntsville, Alabama 35807


                                   ARTICLE VI
                               ADDITIONAL MEMBERS

         The member by written consent shall have the right to admit additional
members. Where there are two or more members, the members holding over fifty
percent (50%) of the membership interests may admit additional members.

                                  ARTICLE VII
                                   MANAGEMENT

         The business and affairs of the Company shall be managed by the
members. Each member shall participate equally in the management and affairs of
the Company. No member shall be entitled to receive a salary or other
compensation from the Company in connection with the management of the Company.
All deeds, notes, mortgages, security agreements, leases, options, sale
contracts, and other contracts and documents which are to be executed by the
Company shall be sufficient if signed on behalf of the Company by any one
member. Any third party dealing with the Company shall be fully protected in
relying upon the execution of any Company document by any one of the members and
the signature of such member thereon shall be conclusive evidence of the
authority of such member to sign on behalf of the Company with respect to any
third party relying thereon.

                                      -2-



                                  ARTICLE VIII
                       CAPITAL CONTRIBUTIONS AND ACCOUNTS

         The members shall make capital contributions to the Company in
proportion to their membership interests. Capital contributions shall be
determined by consent of all the members. Individual capital accounts shall be
maintained for the members.

                                   ARTICLE IX
                                  DISTRIBUTIONS

         Upon vote of the members, the Company shall make distributions out of
its available cash funds or other assets to the members in proportion to their
respective membership interests in accordance with the Act. A member may be
required to accept a distribution from the Company in cash or in kind or partly
in cash and partly in kind.

                                   ARTICLE X
                            DISSOCIATION; ASSIGNMENT

         No member shall have the right to dissociate voluntarily from the
Company without the written consent of the other members. If a member desires to
withdraw from the Company, the other members shall have the right to purchase
the Company interest of the member desiring to withdraw at a price and in
accordance with procedures set forth in the Act. If the other members do not
purchase such interest, then the Company shall be dissolved and liquidated. No
member shall have the right to assign all or any portion of such member's
interest in the Company without the written consent of the other members. If the
members consent to the assignment of another member's interest in the Company,
then such other member shall be free to assign such interest as set forth in the
written consent. An assignee of a member's interest only entitles such person to
the financial rights of the assignor member to the extent assigned. An assignee
of an interest in the Company may become a member only if the members holding
more than fifty percent (50%) of the membership interests consent in writing. A
member who assigns all such interest in the Company does not cease to be a
member until the assignee of such interest is substituted as a member by
unanimous written consent of the other members.

                                   ARTICLE XI
                                 TAX PROVISIONS

         The following provisions are hereby adopted to govern certain tax
matters affecting the Company in the event the Company is treated as a
partnership under the Internal Revenue Code:

         (1)      The members' capital accounts shall be established, determined
and maintained for each member and assignee in accordance with Section
1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg.").

         (2)      "Net Profits" or "Net Losses" for any fiscal year or other
period shall be an amount equal to the sum of (a) the Company's taxable income
or loss for such year or period as computed for

                                      -3-



federal income tax purposes and subject to Treas. Reg. Section
1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period
exempt from federal income taxation and any gain on in-kind distributions to be
taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by
(c) any expenditures of the Company for such year or period not deductible in
computing taxable income and not properly chargeable to the capital accounts and
any losses on in-kind distributions to be taken into account under Treas. Reg.
Section 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain,
loss or deduction required to be stated separately pursuant to Code Section
703(a)(1) shall be included in taxable income or loss. Net Profits and Net
Losses of the Company for any Fiscal Year or other period shall be allocated to
the members in accordance with their respective Company interests.

         (3)      If there is a net decrease in Company minimum gain for a
Company taxable year, each member shall be allocated items of Company income and
gain for that year equal to that member's share of the net decrease in Company
minimum gain. This provision is intended to constitute a "minimum gain
chargeback requirement" and it shall be interpreted and administered in
accordance with Treas. Regs. Section 1.704-2(f).

         (4)      In accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss, deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the members so as to take account of the variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial fair market value. Any elections or other decisions
relating to Code Section 704(c) allocations shall be made by the members in any
manner that reasonably reflects the purpose and intention of this Articles of
Organization. Code Section 704(c) allocations pursuant to this section are
solely for purposes of federal, state, and local taxes and shall not affect, or
in any way be taken into account in computing any member's capital account or
share of Net Profits, Net Losses, other items, or distributions pursuant to any
provision of this Articles of Organization.

         (5)      Upon liquidation of the Company (or any member's interest in
the Company), liquidating distributions shall in all cases be made in accordance
with the positive capital account balances of the members, as determined after
taking into account all capital account adjustments for the Company taxable year
during which such liquidation occurs, by the end of such taxable year or, if
later, within 90 days after the date of such liquidation, except as permitted by
Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member
be required to restore a deficit in such member's capital account. Instead of
restoring a deficit balance in such member's capital account, a member who
unexpectedly receives an adjustment, allocation or distribution described in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items
of income and gain (consisting of a pro rata portion of each item of Company
income, including gross income and gain for such year) in a manner sufficient to
eliminate the deficit capital account balance as quickly as possible. It is
intended hereby that this constitute a "qualified income offset" as described in
Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and
administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d).

         (6)      SCI Systems (Alabama), Inc. is hereby designated the tax
matters member.

                                      -4-



                                  ARTICLE XIII
                                   LIQUIDATION

         Upon dissolution of the Company, its affairs shall be wound up and its
assets distributed in accordance with the Act, except that the distribution to
each member shall be subject to the provisions of Article XI(5) above.

                                   ARTICLE XIV
                               OPERATING AGREEMENT

         Members of the Company may enter into an operating agreement to
regulate or establish the affairs of the Company, the conduct of its business,
and the relations of its members. Such operating agreement may contain any
provisions regarding the affairs of the Company, the conduct of its business and
the relation of its members that are not inconsistent with laws of the State of
Alabama or these Articles of Organization. To the extent these Articles of
Organization contain provisions not required under the Act to form the Company,
such provisions shall constitute an operating agreement.

                                   ARTICLE XV
                                  MISCELLANEOUS

         (1)      The Company shall keep at its registered office the records
required by the Act and such records shall be subject to inspection and copying
at the reasonable request of a member.

         (2)      As soon as practicable, after the end of each fiscal year,
each member shall be furnished with a copy of the income statement and balance
sheet of the Company as of the last day of such fiscal year. The obligation
hereunder may be satisfied by furnishing each member a copy of the income tax
return of the Company.

         (3)      The fiscal year of the Company shall be the calendar year.

         (4)      All funds of the Company shall be initially deposited in a
separate account or accounts maintained at one or more financial institutions.
Such funds are subject to investment and reinvestment pending disbursement for
Company purposes as provided in the Act. Each member shall have signatory
authority over the accounts maintained at any financial institution.

         (5)      The tax matters member shall be responsible for filing on
behalf of the Company with the Internal Revenue Service the required annual
income tax return and filing with the appropriate state tax authorities the
required state income tax returns.

         (6)      Action of the Company to be adopted by the members shall
require the vote or consent of the members holding more than fifty percent (50%)
of the membership interests. A member upon reasonable advance notice to the
other member may call a meeting of the members for the purpose of considering
and voting upon any proposed action of the Company. Any notice given

                                      -5-



regarding a meeting at which action is proposed, shall describe generally the
matter to be considered. Such notice may be oral or in writing.

         (7)      The laws of the State of Alabama shall govern the business of
the Company and the relation of its members.

         (8)      No member shall have the right to maintain any action for
partition with respect to any of the assets of the Company.

         (9)      Except as may be modified by an operating agreement, these
Articles of Organization set forth herein constitute the entire agreement with
respect to the subject matter hereof.

         IN WITNESS WHEREOF, the undersigned member of the Company has hereunto
executed the foregoing Articles of Organization on the date and year first above
written.

                                         SCI Systems (Alabama), Inc.

                                         By: /s/ Michael M. Sullivan
                                             ----------------------------------
                                                 Michael M. Sullivan
                                         Its: Secretary & Corporate Counsel

                                      -6-

EX-3.1.9

                                                                   EXHIBIT 3.1.9

                            ARTICLES OF ORGANIZATION
                                       OF
                             SCI PLANT NO. 4, L.L.C.

                                    I N D E X


ARTICLE                                                                         PAGE
- -------                                                                         ----
                                                                             
ARTICLE I - NAME OF THE LIMITED LIABILITY COMPANY.............................    1

ARTICLE II - INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT..............    1

ARTICLE III - PERIOD OF DURATION..............................................    1

ARTICLE IV - PURPOSE; POWERS..................................................    2

ARTICLE V - INITIAL MEMBER; MEMBERSHIP INTERESTS..............................    2

ARTICLE VI - ADDITIONAL MEMBERS...............................................    2

ARTICLE VII - MANAGEMENT......................................................    2

ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS.............................    3

ARTICLE IX - DISTRIBUTIONS....................................................    3

ARTICLE X - DISSOCIATION; ASSIGNMENT..........................................    3

ARTICLE XI - TAX PROVISIONS...................................................    3

ARTICLE XIII - LIQUIDATION....................................................    5

ARTICLE XIV - OPERATING AGREEMENT.............................................    5

ARTICLE XV - MISCELLANEOUS....................................................    5


                                      -i-



                            ARTICLES OF ORGANIZATION
                                       OF
                             SCI PLANT NO. 4, L.L.C.

         THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 4, LLC., are made and
entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC.
for the purpose of forming a limited liability company pursuant to the Alabama
limited liability Company Act (the "Act"), as follows:

                                   ARTICLE I
                      NAME OF THE LIMITED LIABILITY COMPANY

         The name of the limited liability company is SCI Plant No. 4, L.L.C.
(the "Company").

                                   ARTICLE II
               INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT

         The street address of the initial registered office of the limited
liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and
the name of the initial registered agent at such address is Michael M. Sullivan.
Either the registered office or the registered agent may be changed in the
manner provided by law.

                                  ARTICLE III
                               PERIOD OF DURATION

         The limited liability company shall have perpetual existence, except
that the limited liability company shall be dissolved upon the occurrence of one
of the following:

         (1)      Vote of the holders of a majority of the membership interests
to dissolve the Company.

         (2)      When there is no remaining member, unless either of the
following:

                  (a)      The holders of all of the financial rights in the
         limited liability company agree in writing, within ninety (90) days
         after the cessation of membership of the last member, to continue the
         legal existence and business of the limited liability company and to
         appoint one or more new members; or

                  (b)      The legal existence and business of the limited
         liability company is continued and one or more new members are
         appointed by the holders of all of the financial rights in the limited
         liability company.

         (3)      When the limited liability company is not the successor
limited liability company in the merger or consolidation with one or more
limited liability companies or other entities.



         (4)      Entry of a decree of judicial dissolution under Section
10-12-38 of the Act, as amended.

         (5)      Occurrence of any other event of dissolution specified in the
Operating Agreement.

                                   ARTICLE IV
                                 PURPOSE; POWERS

         The purpose for which this Company is formed is to (1) segregate
employment related costs and track costs of production in order to more
competitively bid on contracts, and (2) conduct any other lawful business. In
furtherance of the purpose of the Company as set forth above, the Company shall
have the power and authority to take all actions necessary, useful or
appropriate to accomplish its purpose, including, but not limited to, the
conduct of business and exercise of all powers authorized by the Act.

                                   ARTICLE V
                      INITIAL MEMBER; MEMBERSHIP INTERESTS

         The name and mailing address of the initial member of the Company and
the respective interest of such member in profits, losses, distributions,
capital and other Company items are as follows:



           NAME                      ADDRESS                INTEREST
- ---------------------------   -------------------------    ---------
                                                     
SCI Systems (Alabama), Inc.   P.O. Box 1000 Huntsville,       100%
                              Alabama 35807


                                   ARTICLE VI
                               ADDITIONAL MEMBERS

         The member by written consent shall have the right to admit additional
members. Where there are two or more members, the members holding over fifty
percent (50%) of the membership interests may admit additional members.

                                   ARTICLE VII
                                   MANAGEMENT

         The business and affairs of the Company shall be managed by the
members. Each member shall participate equally in the management and affairs of
the Company. No member shall be entitled to receive a salary or other
compensation from the Company in connection with the management of the Company.
All deeds, notes, mortgages, security agreements, leases, options, sale
contracts, and other contracts and documents which are to be executed by the
Company shall be sufficient if signed on behalf of the Company by any one
member. Any third party dealing with the Company shall be fully protected in
relying upon the execution of any Company document by any one of the members and
the signature of such member thereon shall be conclusive evidence of the
authority of such member to sign on behalf of the Company with respect to any
third party relying thereon.

                                      -2-



                                  ARTICLE VIII
                       CAPITAL CONTRIBUTIONS AND ACCOUNTS

         The members shall make capital contributions to the Company in
proportion to their membership interests. Capital contributions shall be
determined by consent of all the members. Individual capital accounts shall be
maintained for the members.

                                   ARTICLE IX
                                  DISTRIBUTIONS

         Upon vote of the members, the Company shall make distributions out of
its available cash funds or other assets to the members in proportion to their
respective membership interests in accordance with the Act. A member may be
required to accept a distribution from the Company in cash or in kind or partly
in cash and partly in kind.

                                    ARTICLE X
                            DISSOCIATION; ASSIGNMENT

         No member shall have the right to dissociate voluntarily from the
Company without the written consent of the other members. If a member desires to
withdraw from the Company, the other members shall have the right to purchase
the Company interest of the member desiring to withdraw at a price and in
accordance with procedures set forth in the Act. If the other members do not
purchase such interest, then the Company shall be dissolved and liquidated. No
member shall have the right to assign all or any portion of such member's
interest in the Company without the written consent of the other members. If the
members consent to the assignment of another member's interest in the Company,
then such other member shall be free to assign such interest as set forth in the
written consent. An assignee of a member's interest only entitles such person to
the financial rights of the assignor member to the extent assigned. An assignee
of an interest in the Company may become a member only if the members holding
more than fifty percent (50%) of the membership interests consent in writing. A
member who assigns all such interest in the Company does not cease to be a
member until the assignee of such interest is substituted as a member by
unanimous written consent of the other members.

                                   ARTICLE XI
                                 TAX PROVISIONS

         The following provisions are hereby adopted to govern certain tax
matters affecting the Company in the event the Company is treated as a
partnership under the Internal Revenue Code:

         (1)      The members' capital accounts shall be established, determined
and maintained for each member and assignee in accordance with Section
1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg.").

         (2)      "Net Profits" or "Net Losses" for any fiscal year or other
period shall be an amount equal to the sum of (a) the Company's taxable income
or loss for such year or period as computed for federal income tax purposes and
subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the
Company for such year or period exempt from federal income taxation and any gain
on in-kind

                                      -3-



distributions to be taken into account under Treas. Reg. Section
1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such
year or period not deductible in computing taxable income and not properly
chargeable to the capital accounts and any losses on in-kind distributions to be
taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without
limitation, all items of income, gain, loss or deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or
other period shall be allocated to the members in accordance with their
respective Company interests.

         (3)      If there is a net decrease in Company minimum gain for a
Company taxable year, each member shall be allocated items of Company income and
gain for that year equal to that member's share of the net decrease in Company
minimum gain. This provision is intended to constitute a "minimum gain
chargeback requirement" and it shall be interpreted and administered in
accordance with Treas. Regs. Section 1.704-2(f).

         (4)      In accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss, deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the members so as to take account of the variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial fair market value. Any elections or other decisions
relating to Code Section 704(c) allocations shall be made by the members in any
manner that reasonably reflects the purpose and intention of this Articles of
Organization. Code Section 704(c) allocations pursuant to this section are
solely for purposes of federal, state, and local taxes and shall not affect, or
in any way be taken into account in computing any member's capital account or
share of Net Profits, Net Losses, other items, or distributions pursuant to any
provision of this Articles of Organization.

         (5)      Upon liquidation of the Company (or any member's interest in
the Company), liquidating distributions shall in all cases be made in accordance
with the positive capital account balances of the members, as determined after
taking into account all capital account adjustments for the Company taxable year
during which such liquidation occurs, by the end of such taxable year or, if
later, within 90 days after the date of such liquidation, except as permitted by
Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member
be required to restore a deficit in such member's capital account. Instead of
restoring a deficit balance in such member's capital account, a member who
unexpectedly receives an adjustment, allocation or distribution described in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items
of income and gain (consisting of a pro rata portion of each item of Company
income, including gross income and gain for such year) in a manner sufficient to
eliminate the deficit capital account balance as quickly as possible. It is
intended hereby that this constitute a "qualified income offset" as described in
Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and
administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d).

         (6)      SCI Systems (Alabama), Inc. is hereby designated the tax
matters member.

                                      -4-



                                  ARTICLE XIII
                                   LIQUIDATION

         Upon dissolution of the Company, its affairs shall be wound up and its
assets distributed in accordance with the Act, except that the distribution to
each member shall be subject to the provisions of Article XI(5) above.

                                   ARTICLE XIV
                               OPERATING AGREEMENT

         Members of the Company may enter into an operating agreement to
regulate or establish the affairs of the Company, the conduct of its business,
and the relations of its members. Such operating agreement may contain any
provisions regarding the affairs of the Company, the conduct of its business and
the relation of its members that are not inconsistent with laws of the State of
Alabama or these Articles of Organization. To the extent these Articles of
Organization contain provisions not required under the Act to form the Company,
such provisions shall constitute an operating agreement.

                                   ARTICLE XV
                                  MISCELLANEOUS

         (1)      The Company shall keep at its registered office the records
required by the Act and such records shall be subject to inspection and copying
at the reasonable request of a member.

         (2)      As soon as practicable, after the end of each fiscal year,
each member shall be furnished with a copy of the income statement and balance
sheet of the Company as of the last day of such fiscal year. The obligation
hereunder may be satisfied by furnishing each member a copy of the income tax
return of the Company.

         (3)      The fiscal year of the Company shall be the calendar year.

         (4)      All funds of the Company shall be initially deposited in a
separate account or accounts maintained at one or more financial institutions.
Such funds are subject to investment and reinvestment pending disbursement for
Company purposes as provided in the Act. Each member shall have signatory
authority over the accounts maintained at any financial institution.

         (5)      The tax matters member shall be responsible for filing on
behalf of the Company with the Internal Revenue Service the required annual
income tax return and filing with the appropriate state tax authorities the
required state income tax returns.

         (6)      Action of the Company to be adopted by the members shall
require the vote or consent of the members holding more than fifty percent (50%)
of the membership interests. A member upon reasonable advance notice to the
other member may call a meeting of the members for the purpose of considering
and voting upon any proposed action of the Company. Any notice given regarding a
meeting at which action is proposed, shall describe generally the matter to be
considered. Such notice may be oral or in writing.

                                      -5-



         (7)      The laws of the State of Alabama shall govern the business of
the Company and the relation of its members.

         (8)      No member shall have the right to maintain any action for
partition with respect to any of the assets of the Company.

         (9)      Except as may be modified by an operating agreement, these
Articles of Organization set forth herein constitute the entire agreement with
respect to the subject matter hereof.

         IN WITNESS WHEREOF, the undersigned member of the Company has hereunto
executed the foregoing Articles of Organization on the date and year first above
written.

                                              SCI Systems (Alabama), Inc.

                                              By: /s/ Michael M. Sullivan
                                                  -----------------------------
                                                      Michael M. Sullivan
                                              Its: Secretary & Corporate Counsel

                                      -6-

EX-3.1.10

                                                                  EXHIBIT 3.1.10

                            ARTICLES OF ORGANIZATION
                                       OF
                             SCI PLANT NO. 5, L.L.C.

                                    I N D E X



ARTICLE                                                                         PAGE
- -------                                                                         ----
                                                                             
ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY...............................   1

ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT................   1

ARTICLE III PERIOD OF DURATION................................................   1

ARTICLE IV PURPOSE; POWERS....................................................   2

ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS................................   2

ARTICLE VI ADDITIONAL MEMBERS.................................................   2

ARTICLE VII MANAGEMENT........................................................   2

ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS...............................   3

ARTICLE IX DISTRIBUTIONS......................................................   3

ARTICLE X DISSOCIATION; ASSIGNMENT............................................   3

ARTICLE XI TAX PROVISIONS.....................................................   3

ARTICLE XIII LIQUIDATION......................................................   5

ARTICLE XIV OPERATING AGREEMENT...............................................   5

ARTICLE XV MISCELLANEOUS......................................................   5


                                      -i-



                            ARTICLES OF ORGANIZATION
                                       OF
                             SCI PLANT NO. 5, L.L.C.

         THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 5, L.L.C., are made and
entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC.
for the purpose of forming a limited liability company pursuant to the Alabama
Limited Liability Company Act (the "Act"), as follows:

                                   ARTICLE I
                      NAME OF THE LIMITED LIABILITY COMPANY

         The name of the limited liability company is SCI Plant No. 5, L.L.C.
(the "Company").

                                   ARTICLE II
               INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT

         The street address of the initial registered office of the limited
liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and
the name of the initial registered agent at such address is Michael M. Sullivan.
Either the registered office or the registered agent may be changed in the
manner provided by law.

                                  ARTICLE III
                               PERIOD OF DURATION

         The limited liability company shall have perpetual existence, except
that the limited liability company shall be dissolved upon the occurrence of one
of the following:

         (1)      Vote of the holders of a majority of the membership interests
to dissolve the Company.

         (2)      When there is no remaining member, unless either of the
following:

                  (a)      The holders of all of the financial rights in the
         limited liability company agree in writing, within ninety (90) days
         after the cessation of membership of the last member, to continue the
         legal existence and business of the limited liability company and to
         appoint one or more new members; or

                  (b)      The legal existence and business of the limited
         liability company is continued and one or more new members are
         appointed by the holders of all of the financial rights in the limited
         liability company.

         (3)      When the limited liability company is not the successor
limited liability company in the merger or consolidation with one or more
limited liability companies or other entities.

         (4)      Entry of a decree of judicial dissolution under Section
10-12-38 of the Act, as amended.



         (5)      Occurrence of any other event of dissolution specified in the
Operating Agreement.

                                   ARTICLE IV
                                 PURPOSE; POWERS

         The purpose for which this Company is formed is to (1) segregate
employment related costs and track costs of production in order to more
competitively bid on contracts, and (2) conduct any other lawful business. In
furtherance of the purpose of the Company as set forth above, the Company shall
have the power and authority to take all actions necessary, useful or
appropriate to accomplish its purpose, including, but not limited to, the
conduct of business and exercise of all powers authorized by the Act.

                                    ARTICLE V
                      INITIAL MEMBER; MEMBERSHIP INTERESTS

         The name and mailing address of the initial member of the Company and
the respective interest of such member in profits, losses, distributions,
capital and other Company items are as follows:



           NAME                          ADDRESS            INTEREST
- ---------------------------     -------------------------   --------
                                                      
SCI Systems (Alabama), Inc.     P. O. Box 1000                100%
                                Huntsville, Alabama 35807


                                   ARTICLE VI
                               ADDITIONAL MEMBERS

         The member by written consent shall have the right to admit additional
members. Where there are two or more members, the members holding over fifty
percent (50%) of the membership interests may admit additional members.

                                   ARTICLE VII
                                   MANAGEMENT

         The business and affairs of the Company shall be managed by the
members. Each member shall participate equally in the management and affairs of
the Company. No member shall be entitled to receive a salary or other
compensation from the Company in connection with the management of the Company.
All deeds, notes, mortgages, security agreements, leases, options, sale
contracts, and other contracts and documents which are to be executed by the
Company shall be sufficient if signed on behalf of the Company by any one
member. Any third party dealing with the Company shall be fully protected in
relying upon the execution of any Company document by any one of the members and
the signature of such member thereon shall be conclusive evidence of the
authority of such member to sign on behalf of the Company with respect to any
third party relying thereon.

                                      -2-



                                  ARTICLE VIII
                       CAPITAL CONTRIBUTIONS AND ACCOUNTS

         The members shall make capital contributions to the Company in
proportion to their membership interests. Capital contributions shall be
determined by consent of all the members. Individual capital accounts shall be
maintained for the members.

                                   ARTICLE IX
                                  DISTRIBUTIONS

         Upon vote of the members, the Company shall make distributions out of
its available cash funds or other assets to the members in proportion to their
respective membership interests in accordance with the Act. A member may be
required to accept a distribution from the Company in cash or in kind or partly
in cash and partly in kind.

                                   ARTICLE X
                            DISSOCIATION; ASSIGNMENT

         No member shall have the right to dissociate voluntarily from the
Company without the written consent of the other members. If a member desires to
withdraw from the Company, the other members shall have the right to purchase
the Company interest of the member desiring to withdraw at a price and in
accordance with procedures set forth in the Act. If the other members do not
purchase such interest, then the Company shall be dissolved and liquidated. No
member shall have the right to assign all or any portion of such member's
interest in the Company without the written consent of the other members. If the
members consent to the assignment of another member's interest in the Company,
then such other member shall be free to assign such interest as set forth in the
written consent. An assignee of a member's interest only entitles such person to
the financial rights of the assignor member to the extent assigned. An assignee
of an interest in the Company may become a member only if the members holding
more than fifty percent (50%) of the membership interests consent in writing. A
member who assigns all such interest in the Company does not cease to be a
member until the assignee of such interest is substituted as a member by
unanimous written consent of the other members.

                                   ARTICLE XI
                                 TAX PROVISIONS

         The following provisions are hereby adopted to govern certain tax
matters affecting the Company in the event the Company is treated as a
partnership under the Internal Revenue Code:

         (1)      The members' capital accounts shall be established, determined
and maintained for each member and assignee in accordance with Section
1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg.").

         (2)      "Net Profits" or "Net Losses" for any fiscal year or other
period shall be an amount equal to the sum of (a) the Company's taxable income
or loss for such year or period as computed for

                                      -3-



federal income tax purposes and subject to Treas. Reg. Section
1.704-1(b)(2)(iv)(g), and (b) any income of the Company for such year or period
exempt from federal income taxation and any gain on in-kind distributions to be
taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by
(c) any expenditures of the Company for such year or period not deductible in
computing taxable income and not properly chargeable to the capital accounts and
any losses on in-kind distributions to be taken into account under Treas. Reg.
Section 1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain,
loss or deduction required to be stated separately pursuant to Code Section
703(a)(1) shall be included in taxable income or loss. Net Profits and Net
Losses of the Company for any Fiscal Year or other period shall be allocated to
the members in accordance with their respective Company interests.

         (3)      If there is a net decrease in Company minimum gain for a
Company taxable year, each member shall be allocated items of Company income and
gain for that year equal to that member's share of the net decrease in Company
minimum gain. This provision is intended to constitute a "minimum gain
chargeback requirement" and it shall be interpreted and administered in
accordance with Treas. Regs. Section 1.704-2(f).

         (4)      In accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss, deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the members so as to take account of the variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial fair market value. Any elections or other decisions
relating to Code Section 704(c) allocations shall be made by the members in any
manner that reasonably reflects the purpose and intention of this Articles of
Organization. Code Section 704(c) allocations pursuant to this section are
solely for purposes of federal, state, and local taxes and shall not affect, or
in any way be taken into account in computing any member's capital account or
share of Net Profits, Net Losses, other items, or distributions pursuant to any
provision of this Articles of Organization.

         (5)      Upon liquidation of the Company (or any member's interest in
the Company), liquidating distributions shall in all cases be made in accordance
with the positive capital account balances of the members, as determined after
taking into account all capital account adjustments for the Company taxable year
during which such liquidation occurs, by the end of such taxable year or, if
later, within 90 days after the date of such liquidation, except as permitted by
Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member
be required to restore a deficit in such member's capital account. Instead of
restoring a deficit balance in such member's capital account, a member who
unexpectedly receives an adjustment, allocation or distribution described in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items
of income and gain (consisting of a pro rata portion of each item of Company
income, including gross income and gain for such year) in a manner sufficient to
eliminate the deficit capital account balance as quickly as possible. It is
intended hereby that this constitute a "qualified income offset" as described in
Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and
administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d).

         (6)      SCI Systems (Alabama), Inc. is hereby designated the tax
matters member.

                                      -4-



                                  ARTICLE XIII
                                   LIQUIDATION

         Upon dissolution of the Company, its affairs shall be wound up and its
assets distributed in accordance with the Act, except that the distribution to
each member shall be subject to the provisions of Article XI(5) above.

                                   ARTICLE XIV
                               OPERATING AGREEMENT

         Members of the Company may enter into an operating agreement to
regulate or establish the affairs of the Company, the conduct of its business,
and the relations of its members. Such operating agreement may contain any
provisions regarding the affairs of the Company, the conduct of its business and
the relation of its members that are not inconsistent with laws of the State of
Alabama or these Articles of Organization. To the extent these Articles of
Organization contain provisions not required under the Act to form the Company,
such provisions shall constitute in operating agreement.

                                   ARTICLE XV
                                  MISCELLANEOUS

         (1)      The Company shall keep at its registered office the records
required by the Act and such records shall be subject to inspection and copying
at the reasonable request of a member.

         (2)      As soon as practicable, after the end of each fiscal year,
each member shall be furnished with a copy of the income statement and balance
sheet of the Company as of the last day of such fiscal year. The obligation
hereunder may be satisfied by furnishing each member a copy of the income tax
return of the Company.

         (3)      The fiscal year of the Company shall be the calendar year.

         (4)      All funds of the Company shall be initially deposited in a
separate account or accounts maintained at one or more financial institutions.
Such funds are subject to investment and reinvestment pending disbursement for
Company purposes as provided in the Act. Each member shall have signatory
authority over the accounts maintained at any financial institution.

         (5)      The tax matters member shall be responsible for filing on
behalf of the Company with the Internal Revenue Service the required annual
income tax return and filing with the appropriate state tax authorities the
required state income tax returns.

         (6)      Action of the Company to be adopted by the members shall
require the vote or consent of the members holding more than fifty percent (50%)
of the membership interests. A member upon reasonable advance notice to the
other member may call a meeting of the members for the purpose of considering
and voting upon any proposed action of the Company. Any notice given

                                      -5-



regarding a meeting at which action is proposed, shall describe generally the
matter to be considered. Such notice may be oral or in writing.

         (7)      The laws of the State of Alabama shall govern the business of
the Company and the relation of its members.

         (8)      No member shall have the right to maintain any action for
partition with respect to any of the assets of the Company.

         (9)      Except as may be modified by an operating agreement, these
Articles of Organization set forth herein constitute the entire agreement with
respect to the subject matter hereof.

         IN WITNESS WHEREOF, the undersigned member of the Company has hereunto
executed the foregoing Articles of Organization on the date and year first above
written.

                                              SCI Systems (Alabama), Inc.

                                              By: /s/ Michael M. Sullivan
                                                  -----------------------------
                                                      Michael M. Sullivan
                                              Its: Secretary & Corporate Counsel

                                      -6-

EX-3.1.11

                                                                  EXHIBIT 3.1.11

                            ARTICLES OF ORGANIZATION
                                       OF
                            SCI PLANT NO. 27, L.L.C.

                                    I N D E X



ARTICLE                                                                         PAGE
- -------                                                                         ----
                                                                             
ARTICLE I - NAME OF THE LIMITED LIABILITY COMPANY.............................    1

ARTICLE II - INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT..............    1

ARTICLE III - PERIOD OF DURATION..............................................    1

ARTICLE IV - PURPOSE; POWERS..................................................    2

ARTICLE V - INITIAL MEMBER; MEMBERSHIP INTERESTS..............................    2

ARTICLE VI - ADDITIONAL MEMBERS...............................................    2

ARTICLE VII - MANAGEMENT......................................................    2

ARTICLE VIII - CAPITAL CONTRIBUTIONS AND ACCOUNTS.............................    3

ARTICLE IX - DISTRIBUTIONS....................................................    3

ARTICLE X - DISSOCIATION; ASSIGNMENT..........................................    3

ARTICLE XI - TAX PROVISIONS...................................................    3

ARTICLE XIII - LIQUIDATION....................................................    5

ARTICLE XIV - OPERATING AGREEMENT.............................................    5

ARTICLE XV - MISCELLANEOUS....................................................    5


                                      -i-



                            ARTICLES OF ORGANIZATION
                                       OF
                            SCI PLANT NO. 27, L.L.C.

         THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 27, LLC., are made and
entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC.
for the purpose of forming a limited liability company pursuant to the Alabama
limited liability Company Act (the "Act"), as follows:

                                    ARTICLE I
                      NAME OF THE LIMITED LIABILITY COMPANY

         The name of the limited liability company is SCI Plant No. 27, L.L.C.
(the "Company").

                                   ARTICLE II
               INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT

         The street address of the initial registered office of the limited
liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and
the name of the initial registered agent at such address is Michael M. Sullivan.
Either the registered office or the registered agent may be changed in the
manner provided by law.

                                  ARTICLE III
                               PERIOD OF DURATION

         The limited liability company shall have perpetual existence, except
that the limited liability company shall be dissolved upon the occurrence of one
of the following:

         (1)      Vote of the holders of a majority of the membership interests
to dissolve the Company.

         (2)      When there is no remaining member, unless either of the
following:

                  (a)      The holders of all of the financial rights in the
         limited liability company agree in writing, within ninety (90) days
         after the cessation of membership of the last member, to continue the
         legal existence and business of the limited liability company and to
         appoint one or more new members; or

                  (b)      The legal existence and business of the limited
         liability company is continued and one or more new members are
         appointed by the holders of all of the financial rights in the limited
         liability company.

         (3)      When the limited liability company is not the successor
limited liability company in the merger or consolidation with one or more
limited liability companies or other entities.



         (4)      Entry of a decree of judicial dissolution under Section
10-12-38 of the Act, as amended.

         (5)      Occurrence of any other event of dissolution specified in the
Operating Agreement.

                                   ARTICLE IV
                                 PURPOSE; POWERS

         The purpose for which this Company is formed is to (1) segregate
employment related costs and track costs of production in order to more
competitively bid on contracts, and (2) conduct any other lawful business. In
furtherance of the purpose of the Company as set forth above, the Company shall
have the power and authority to take all actions necessary, useful or
appropriate to accomplish its purpose, including, but not limited to, the
conduct of business and exercise of all powers authorized by the Act.

                                    ARTICLE V
                      INITIAL MEMBER; MEMBERSHIP INTERESTS

         The name and mailing address of the initial member of the Company and
the respective interest of such member in profits, losses, distributions,
capital and other Company items are as follows:



           NAME                         ADDRESS           INTEREST
- ---------------------------   -------------------------   --------
                                                    
SCI Systems (Alabama), Inc.   P.O. Box 1000 Huntsville,     100%
                              Alabama 35807


                                   ARTICLE VI
                               ADDITIONAL MEMBERS

         The member by written consent shall have the right to admit additional
members. Where there are two or more members, the members holding over fifty
percent (50%) of the membership interests may admit additional members.

                                  ARTICLE VII
                                   MANAGEMENT

         The business and affairs of the Company shall be managed by the
members. Each member shall participate equally in the management and affairs of
the Company. No member shall be entitled to receive a salary or other
compensation from the Company in connection with the management of the Company.
All deeds, notes, mortgages, security agreements, leases, options, sale
contracts, and other contracts and documents which are to be executed by the
Company shall be sufficient if signed on behalf of the Company by any one
member. Any third party dealing with the Company shall be fully protected in
relying upon the execution of any Company document by any one of the members and
the signature of such member thereon shall be conclusive evidence of the
authority of such member to sign on behalf of the Company with respect to any
third party relying thereon.

                                      -2-



                                  ARTICLE VIII
                       CAPITAL CONTRIBUTIONS AND ACCOUNTS

         The members shall make capital contributions to the Company in
proportion to their membership interests. Capital contributions shall be
determined by consent of all the members. Individual capital accounts shall be
maintained for the members.

                                   ARTICLE IX
                                  DISTRIBUTIONS

         Upon vote of the members, the Company shall make distributions out of
its available cash funds or other assets to the members in proportion to their
respective membership interests in accordance with the Act. A member may be
required to accept a distribution from the Company in cash or in kind or partly
in cash and partly in kind.

                                   ARTICLE X
                            DISSOCIATION; ASSIGNMENT

         No member shall have the right to dissociate voluntarily from the
Company without the written consent of the other members. If a member desires to
withdraw from the Company, the other members shall have the right to purchase
the Company interest of the member desiring to withdraw at a price and in
accordance with procedures set forth in the Act. If the other members do not
purchase such interest, then the Company shall be dissolved and liquidated. No
member shall have the right to assign all or any portion of such member's
interest in the Company without the written consent of the other members. If the
members consent to the assignment of another members interest in the Company,
then such other member shall be free to assign such interest as set forth in the
written consent. An assignee of a member's interest only entitles such person to
the financial rights of the assignor member to the extent assigned. An assignee
of an interest in the Company may become a member only if the members holding
more than fifty percent (50%) of the membership interests consent in writing. A
member who assigns all such interest in the Company does not cease to be a
member until the assignee of such interest is substituted as a member by
unanimous written consent of the other members.

                                   ARTICLE XI
                                 TAX PROVISIONS

         The following provisions are hereby adopted to govern certain tax
matters affecting the Company in the event the Company is treated as a
partnership under the Internal Revenue Code:

         (1)      The members' capital accounts shall be established, determined
and maintained for each member and assignee in accordance with Section
1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg.").

         (2)      "Net Profits" or "Net Losses" for any fiscal year or other
period shall be an amount equal to the sum of (a) the Company's taxable income
or loss for such year or period as computed for federal income tax purposes and
subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the
Company for such year or period exempt from federal income taxation and any gain
on in-kind

                                      -3-



distributions to be taken into account under Treas. Reg. Section
1.704-1 (b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for
such year or period not deductible in computing taxable income and not properly
chargeable to the capital accounts and any losses on in-kind distributions to be
taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without
limitation, all items of income, gain, loss or deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or
other period shall be allocated to the members in accordance with their
respective Company interests.

         (3)      If there is a net decrease in Company minimum gain for a
Company taxable year, each member shall be allocated items of Company income and
gain for that year equal to that member's share of the net decrease in Company
minimum gain. This provision is intended to constitute a "minimum gain
chargeback requirement" and it shall be interpreted and administered in
accordance with Treas. Regs. Section 1.704-2(f).

         (4)      In accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss, deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the members so as to take account of the variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial fair market value. Any elections or other decisions
relating to Code Section 704(c) allocations shall be made by the members in any
manner that reasonably reflects the purpose and intention of this Articles of
Organization. Code Section 704(c) allocations pursuant to this section am solely
for purposes of federal, state, and local taxes and shall not affect, or in any
way be taken into account in computing any member's capital account or share of
Net Profits, Net Losses, other items, or distributions pursuant to any provision
of this Articles of Organization.

         (5)      Upon liquidation of the Company (or any member's interest in
the Company), liquidating distributions shall in all cases be made in accordance
with the positive capital account balances of the members, as determined after
taking into account all capital account adjustments for the Company taxable year
during which such liquidation occurs, by the end of such taxable year or, if
later, within 90 days after the date of such liquidation, except as permitted by
Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member
be required to restore a deficit in such member's capital account. Instead of
restoring a deficit balance in such member's capital account, a member who
unexpectedly receives an adjustment, allocation or distribution described in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items
of income and gain (consisting of a pro rata portion of each item of Company
income, including gross income and gain for such year) in a manner sufficient to
eliminate the deficit capital account balance as quickly as possible. It is
intended hereby that this constitute a "qualified income offset" as described in
Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and
administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d).

         (6)      SCI Systems (Alabama), Inc. is hereby designated the tax
matters member.

                                      -4-



                                  ARTICLE XIII
                                   LIQUIDATION

         Upon dissolution of the Company, its affairs shall be wound up and its
assets distributed in accordance with the Act, except that the distribution to
each member shall be subject to the provisions of Article XI(5) above.

                                   ARTICLE XIV
                              OPERATING AGREEMENT

         Members of the Company may enter into an operating agreement to
regulate or establish the affairs of the Company, the conduct of its business,
and the relations of its members. Such operating agreement may contain any
provisions regarding the affairs of the Company, the conduct of its business and
the relation of its members that are not inconsistent with laws of the State of
Alabama or these Articles of Organization. To the extent these Articles of
Organization contain provisions not required under the Act to form the Company,
such provisions shall constitute an operating agreement.

                                   ARTICLE XV
                                  MISCELLANEOUS

         (1)      The Company shall keep at its registered office the records
required by the Act and such records shall be subject to inspection and copying
at the reasonable request of a member.

         (2)      As soon as practicable, after the end of each fiscal year,
each member shall be furnished with a copy of the income statement and balance
sheet of the Company as of the last day of such fiscal year. The obligation
hereunder may be satisfied by furnishing each member a copy of the income tax
return of the Company.

         (3)      The fiscal year of the Company shall be the calendar year.

         (4)      All funds of the Company shall be initially deposited in a
separate account or accounts maintained at one or more financial institutions.
Such funds are subject to investment and reinvestment pending disbursement for
Company purposes as provided in the Act. Each member shall have signatory
authority over the accounts maintained at any financial institution.

         (5)      The tax matters member shall be responsible for filing on
behalf of the Company with the Internal Revenue Service the required annual
income tax return and filing with the appropriate state tax authorities the
required state income tax returns.

         (6)      Action of the Company to be adopted by the members shall
require the vote or consent of the members holding more than fifty percent (50%)
of the membership interests. A member upon reasonable advance notice to the
other member may call a meeting of the members for the purpose of considering
and voting upon any proposed action of the Company. Any notice given regarding a
meeting at which action is proposed, shall describe generally the matter to be
considered. Such notice may be oral or in writing.

                                      -5-



         (7)      The laws of the State of Alabama shall govern the business of
the Company and the relation of its members.

         (8)      No member shall have the right to maintain any action for
partition with respect to any of the assets of the Company.

         (9)      Except as may be modified by an operating agreement, these
Articles of Organization set forth herein constitute the entire agreement with
respect to the subject matter hereof.

         IN WITNESS WHEREOF, the undersigned member of the Company has hereunto
executed the foregoing Articles of Organization on the date and year first above
written.

                                              SCI Systems (Alabama), Inc.

                                              By: /s/ Michael M. Sullivan
                                                  -----------------------------
                                                      Michael M. Sullivan
                                              Its: Secretary & Corporate Counsel

                                      -6-

EX-3.1.12

                                                                  EXHIBIT 3.1.12

                            ARTICLES OF ORGANIZATION
                                       OF
                            SCI PLANT NO. 30, L.L.C.

                                    I N D E X



ARTICLE                                                                         PAGE
- -------                                                                         ----
                                                                             
ARTICLE I NAME OF THE LIMITED LIABILITY COMPANY...............................    1

ARTICLE II INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT................    1

ARTICLE III PERIOD OF DURATION................................................    1

ARTICLE IV PURPOSE; POWERS....................................................    2

ARTICLE V INITIAL MEMBER; MEMBERSHIP INTERESTS................................    2

ARTICLE VI ADDITIONAL MEMBERS.................................................    2

ARTICLE VII MANAGEMENT........................................................    2

ARTICLE VIII CAPITAL CONTRIBUTIONS AND ACCOUNTS...............................    3

ARTICLE IX DISTRIBUTIONS......................................................    3

ARTICLE X DISSOCIATION; ASSIGNMENT............................................    3

ARTICLE XI TAX PROVISIONS.....................................................    3

ARTICLE XIII LIQUIDATION......................................................    5

ARTICLE XIV OPERATING AGREEMENT...............................................    5

ARTICLE XV MISCELLANEOUS......................................................    5


                                      -i-



                            ARTICLES OF ORGANIZATION
                                       OF
                            SCI PLANT NO. 30, L.L.C.

         THESE ARTICLES OF ORGANIZATION OF SCI PLANT NO. 30, LLC., are made and
entered into on this the 9th day of August, 1999, by SCI SYSTEMS (ALABAMA), INC.
for the purpose of forming a limited liability company pursuant to the Alabama
limited liability Company Act (the "Act"), as follows:

                                   ARTICLE I
                      NAME OF THE LIMITED LIABILITY COMPANY

         The name of the limited liability company is SCI Plant No. 30, L.L.C.
(the "Company").

                                   ARTICLE II
               INITIAL REGISTERED OFFICE; INITIAL REGISTERED AGENT

         The street address of the initial registered office of the limited
liability company is 2101 West Clinton Avenue, Huntsville, Alabama 35805, and
the name of the initial registered agent at such address is Michael M. Sullivan.
Either the registered office or the registered agent may be changed in the
manner provided by law.

                                   ARTICLE III
                               PERIOD OF DURATION

         The limited liability company shall have perpetual existence, except
that the limited liability company shall be dissolved upon the occurrence of one
of the following:

         (1)      Vote of the holders of a majority of the membership interests
to dissolve the Company.

         (2)      When there is no remaining member, unless either of the
following:

                  (a)      The holders of all of the financial rights in the
         limited liability company agree in writing, within ninety (90) days
         after the cessation of membership of the last member, to continue the
         legal existence and business of the limited liability company and to
         appoint one or more new members; or

                  (b)      The legal existence and business of the limited
         liability company is continued and one or more new members are
         appointed by the holders of all of the financial rights in the limited
         liability company.

         (3)      When the limited liability company is not the successor
limited liability company in the merger or consolidation with one or more
limited liability companies or other entities.



         (4)      Entry of a decree of judicial dissolution under Section
10-12-38 of the Act, as amended.

         (5)      Occurrence of any other event of dissolution specified in the
Operating Agreement.

                                   ARTICLE IV
                                PURPOSE; POWERS

         The purpose for which this Company is formed is to (1) segregate
employment related costs and track costs of production in order to more
competitively bid on contracts, and (2) conduct any other lawful business. In
furtherance of the purpose of the Company as set forth above, the Company shall
have the power and authority to take all actions necessary, useful or
appropriate to accomplish its purpose, including, but not limited to, the
conduct of business and exercise of all powers authorized by the Act.

                                   ARTICLE V
                      INITIAL MEMBER; MEMBERSHIP INTERESTS

         The name and mailing address of the initial member of the Company and
the respective interest of such member in profits, losses, distributions,
capital and other Company items are as follows:



          NAME                         ADDRESS            INTEREST
- ---------------------------   -------------------------   --------
                                                    
SCI Systems (Alabama), Inc.   P.O. Box 1000 Huntsville,     100%
                              Alabama 35807


                                   ARTICLE VI
                               ADDITIONAL MEMBERS

         The member by written consent shall have the right to admit additional
members. Where there are two or more members, the members holding over fifty
percent (50%) of the membership interests may admit additional members.

                                  ARTICLE VII
                                   MANAGEMENT

         The business and affairs of the Company shall be managed by the
members. Each member shall participate equally in the management and affairs of
the Company. No member shall be entitled to receive a salary or other
compensation from the Company in connection with the management of the Company.
All deeds, notes, mortgages, security agreements, leases, options, sale
contracts, and other contracts and documents which are to be executed by the
Company shall be sufficient if signed on behalf of the Company by any one
member. Any third party dealing with the Company shall be fully protected in
relying upon the execution of any Company document by any one of the members and
the signature of such member thereon shall be conclusive evidence of the
authority of such member to sign on behalf of the Company with respect to any
third party relying thereon.

                                      -2-



                                  ARTICLE VIII
                       CAPITAL CONTRIBUTIONS AND ACCOUNTS

         The members shall make capital contributions to the Company in
proportion to their membership interests. Capital contributions shall be
determined by consent of all the members. Individual capital accounts shall be
maintained for the members.

                                   ARTICLE IX
                                  DISTRIBUTIONS

         Upon vote of the members, the Company shall make distributions out of
its available cash funds or other assets to the members in proportion to their
respective membership interests in accordance with the Act. A member may be
required to accept a distribution from the Company in cash or in kind or partly
in cash and partly in kind.

                                   ARTICLE X
                            DISSOCIATION; ASSIGNMENT

         No member shall have the right to dissociate voluntarily from the
Company without the written consent of the other members. If a member desires to
withdraw from the Company, the other members shall have the right to purchase
the Company interest of the member desiring to withdraw at a price and in
accordance with procedures set forth in the Act. If the other members do not
purchase such interest, then the Company shall be dissolved and liquidated. No
member shall have the right to assign all or any portion of such member's
interest in the Company without the written consent of the other members. If the
members consent to the assignment of another member's interest in the Company,
then such other member shall be free to assign such interest as set forth in the
written consent. An assignee of a member's interest only entitles such person to
the financial rights of the assignor member to the extent assigned. An assignee
of an interest in the Company may become a member only if the members holding
more than fifty percent (50%) of the membership interests consent in writing. A
member who assigns all such interest in the Company does not cease to be a
member until the assignee of such interest is substituted as a member by
unanimous written consent of the other members.

                                   ARTICLE XI
                                 TAX PROVISIONS

         The following provisions are hereby adopted to govern certain tax
matters affecting the Company in the event the Company is treated as a
partnership under the Internal Revenue Code:

         (1)      The members' capital accounts shall be established, determined
and maintained for each member and assignee in accordance with Section
1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg.").

         (2)      "Net Profits" or "Net Losses" for any fiscal year or other
period shall be an amount equal to the sum of (a) the Company's taxable income
or loss for such year or period as computed for federal income tax purposes and
subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any income of the
Company for such year or period exempt from federal income taxation and any gain
on in-kind

                                      -3-



distributions to be taken into account under Treas. Reg. Section
1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of the Company for such
year or period not deductible in computing taxable income and not properly
chargeable to the capital accounts and any losses on in-kind distributions to be
taken into account under Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1). Without
limitation, all items of income, gain, loss or deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or loss. Net Profits and Net Losses of the Company for any Fiscal Year or
other period shall be allocated to the members in accordance with their
respective Company interests.

         (3)      If there is a net decrease in Company minimum gain for a
Company taxable year, each member shall be allocated items of Company income and
gain for that year equal to that member's share of the net decrease in Company
minimum gain. This provision is intended to constitute a "minimum gain
chargeback requirement" and it shall be interpreted and administered in
accordance with Treas. Regs. Section 1.704-2(f).

         (4)      In accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss, deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the members so as to take account of the variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial fair market value. Any elections or other decisions
relating to Code Section 704(c) allocations shall be made by the members in any
manner that reasonably reflects the purpose and intention of this Articles of
Organization. Code Section 704(c) allocations pursuant to this section am solely
for purposes of federal, state, and local taxes and shall not affect, or in any
way be taken into account in computing any member's capital account or share of
Net Profits, Net Losses, other items, or distributions pursuant to any provision
of this Articles of Organization.

         (5)      Upon liquidation of the Company (or any member's interest in
the Company), liquidating distributions shall in all cases be made in accordance
with the positive capital account balances of the members, as determined after
taking into account all capital account adjustments for the Company taxable year
during which such liquidation occurs, by the end of such taxable year or, if
later, within 90 days after the date of such liquidation, except as permitted by
Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event, however, shall any member
be required to restore a deficit in such member's capital account. Instead of
restoring a deficit balance in such member's capital account, a member who
unexpectedly receives an adjustment, allocation or distribution described in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be allocated items
of income and gain (consisting of a pro rata portion of each item of Company
income, including gross income and gain for such year) in a manner sufficient to
eliminate the deficit capital account balance as quickly as possible. It is
intended hereby that this constitute a "qualified income offset" as described in
Treas. Regs. 1.704-1(b)(2)(ii)(d)(3) and the same shall be interpreted and
administered in accordance with Treas. Regs. Section 1.704-1(b)(2)(d).

         (6)      SCI Systems (Alabama), Inc. is hereby designated the tax
matters member.

                                      -4-



                                  ARTICLE XIII
                                   LIQUIDATION

         Upon dissolution of the Company, its affairs shall be wound up and its
assets distributed in accordance with the Act, except that the distribution to
each member shall be subject to the provisions of Article XI(5) above.

                                   ARTICLE XIV
                               OPERATING AGREEMENT

         Members of the Company may enter into an operating agreement to
regulate or establish the affairs of the Company, the conduct of its business,
and the relations of its members. Such operating agreement may contain any
provisions regarding the affairs of the Company, the conduct of its business and
the relation of its members that are not inconsistent with laws of the State of
Alabama or these Articles of Organization. To the extent these Articles of
Organization contain provisions not required under the Act to form the Company,
such provisions shall constitute an operating agreement.

                                   ARTICLE XV
                                  MISCELLANEOUS

         (1)      The Company shall keep at its registered office the records
required by the Act and such records shall be subject to inspection and copying
at the reasonable request of a member.

         (2)      As soon as practicable, after the end of each fiscal year,
each member shall be furnished with a copy of the income statement and balance
sheet of the Company as of the last day of such fiscal year. The obligation
hereunder may be satisfied by furnishing each member a copy of the income tax
return of the Company.

         (3)      The fiscal year of the Company shall be the calendar year.

         (4)      All funds of the Company shall be initially deposited in a
separate account or accounts maintained at one or more financial institutions.
Such funds are subject to investment and reinvestment pending disbursement for
Company purposes as provided in the Act. Each member shall have signatory
authority over the accounts maintained at any financial institution.

         (5)      The tax matters member shall be responsible for filing on
behalf of the Company with the Internal Revenue Service the required annual
income tax return and filing with the appropriate state tax authorities the
required state income tax returns.

         (6)      Action of the Company to be adopted by the members shall
require the vote or consent of the members holding more than fifty percent (50%)
of the membership interests. A member upon reasonable advance notice to the
other member may call a meeting of the members for the purpose of considering
and voting upon any proposed action of the Company. Any notice given regarding a
meeting at which action is proposed, shall describe generally the matter to be
considered. Such notice may be oral or in writing.

                                      -5-



         (7)      The laws of the State of Alabama shall govern the business of
the Company and the relation of its members.

         (8)      No member shall have the right to maintain any action for
partition with respect to any of the assets of the Company.

         (9)      Except as may be modified by an operating agreement, these
Articles of Organization set forth herein constitute the entire agreement with
respect to the subject matter hereof.

         IN WITNESS WHEREOF, the undersigned member of the Company has hereunto
executed the foregoing Articles of Organization on the date and year first above
written.

                                              SCI Systems (Alabama), Inc.

                                              By: /s/ Michael M. Sullivan
                                                  -----------------------------
                                                      Michael M. Sullivan
                                              Its: Secretary & Corporate Counsel

                                      -6-

EX-3.1.13

                                                                  EXHIBIT 3.1.13

                            CERTIFICATE OF FORMATION

                                       OF

                                SANMINA-SCI, LLC

         This Certificate of Formation of Sanmina-SCI, LLC, dated as of December
17, 2001, is being duly executed and filed by Steven Jackman, as an authorized
person, to form a limited liability company under the Delaware Limited Liability
Company Act.

         FIRST. The name of the limited liability company formed hereby is
Sanmina-SCI, LLC (the "LLC").

         SECOND. The name of the registered office of the LLC in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, Delaware 19801, County of New Castle.

         THIRD. The name and address of the registered agent for service of
process on the LLC in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as the date first above written.

                                             /s/ Steven Jackman
                                             -----------------------------------
                                             Steven Jackman
                                             Authorized Person

EX-3.1.14

                                                                  EXHIBIT 3.1.14

                            ARTICLES OF INCORPORATION

                                       OF

                             COMPATIBLE MEMORY, INC.

                                 I.       NAME

         The name of the corporation is COMPATIBLE MEMORY, INC.

                               II.      PURPOSES

         The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                 III.     INITIAL AGENT FOR SERVICE OF PROCESS

         The name and address of the initial agent of the corporation for
service of process is:

                                Glenn A. McCusker
                          30200 Avenida de las Banderas
                    Rancho Santa Margarita, California 92888

                     IV.      CLASSES AND NUMBER OF SHARES

         The corporation is authorized to issue only one class of shares of
stock, which shall be designated "common stock", and the total number of shares
which the corporation is authorized to issue is 7,500.

                           V.       CLOSE CORPORATION

         The corporation's issued shares of stock of all classes shall not be
held of record by more then 35 persons. This corporation is a close corporation.



         IN WITNESS WHEREOF, the undersigned, being the Incorporator of
COMPATIBLE MEMORY, INC., has executed these Articles of Incorporation on July
11, 1997.

                                             /s/ Daniel J. Padova
                                             -----------------------------------
                                             DANIEL J. PADOVA
                                             Incorporator

         The undersigned declares that he is the Incorporator who has executed
these Articles of Incorporation and further declares that the instrument is the
act and deed of the undersigned.

                                             /s/ Daniel J. Padova
                                             -----------------------------------
                                             DANIEL J. PADOVA
                                             Incorporator

                                       -2-

EX-3.1.15

                                                                  EXHIBIT 3.1.15

                          ARTICLES OF INCORPORATION OF

                           SCI SYSTEMS (ALABAMA), INC.

         The undersigned, in order to form a corporation under and pursuant to
the laws of the State of Alabama, hereby adopt the following articles of
incorporation:

                                       1.

         The name of the corporation is:

                  SCI Systems (Alabama), Inc.

                                       2.

         The corporation is organized pursuant to the provisions of the Alabama
Business Corporation Act.

                                       3.

         The corporation shall have perpetual duration.

                                       4.

         The purpose for which the corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the Alabama Business Corporation Act.

                                       5.

         The corporation shall have authority to issue 50,000,000 shares of
$0.10 par value common stock.

                                       6.

         The corporation shall be entitled to purchase its own shares out of its
unreserved and unrestricted earned and capital surplus available therefor.



                                       7.

         The corporation shall be entitled to distribute a portion of its assets
to its shareholders out of unreserved and unrestricted capital surplus available
therefor.

                                       8.

         The initial registered office of the corporation shall be at 3109 West
Clinton Street, Huntsville, Alabama 35805. The initial registered agent of the
corporation at such address shall be D. Lynn Cox.

                                       9.

         The initial board of directors shall consist of one member who shall be
and whose address is as follows:

                           Olin B. King
                           5000 Technology Drive
                           Huntsville, Alabama 35804

                                       10.

         The name and address of the incorporator is:

                           D. Lynn Cox
                           3109 West Clinton Street
                           Huntsville, Alabama 35805

                                       11.

         The pre-emptive right of any shareholder to acquire authorized and
unissued shares of the corporation is denied.

                                       -2-



         The under signed, acting as incorporator of the corporation named
herein in accordance with the Alabama Business Corporation Act, executes these
Articles of Incorporation, this 29th day of December, 1987.

                                             /s/ D. Lynn Cox
                                             -----------------------------------
                                             D. Lynn Cox
                                             Incorporator

THIS INSTRUMENT PREPARED BY

/s/ D. Lynn Cox
- -------------------------------------
    HUNTSVILLE, ALABAMA

                                       -3-

EX-3.1.16

                                                                  EXHIBIT 3.1.16

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                           SCI SYSTEMS (ALABAMA), INC.

                                       1.

         The name of the Corporation is SCI Systems (Alabama), Inc.

                                       2.

         The Corporation hereby amends Article 1 of its Articles of
Incorporation by deleting Article 1 in its entirety and inserting in lieu
thereof a new Article 1 as follows:

                  "1. The name of the Corporation is "Sanmina-SCI Systems
(Alabama) Inc."

                                       3.

         These Articles of Amendment were approved by the Sole Shareholder and
the Board of Directors of the Corporation by joint unanimous written consent
action dated August 1, 2002, in accordance with the provisions of Section
10-2B-10.03 of the Alabama Business Corporation Act. The number of shares
outstanding and entitled to vote at the time the Articles of Amendment were
approved was 50,000. All outstanding shares were voted to approve the Articles
of Amendment.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed by its duly authorized officer this 1st day of August,
2002.

                                             SCI SYSTEMS (ALABAMA), INC.

                                             By: /s/ Michael M. Sullivan
                                                 ----------------------------
                                             Name: Michael M. Sullivan
                                             Title: Secretary

                                             THIS INSTRUMENT PREPARED BY

                                             Powell, Goldstein, Frazier & Murphy
                                             Jeannie Osborne
                                             Atlanta, GA

EX-3.1.17

                                                                  EXHIBIT 3.1.17

[LOGO]

                      FOR USE BY DOMESTIC CORPORATION ONLY

                               STATEMENT OF CHANGE

               OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF

                           SCI SYSTEMS (ALABAMA), INC.

TO SECRETARY OF STATE OF ALABAMA:

Pursuant to the provisions of Section 10-2A-30, Code of Alabama 1975, the
undersigned corporation, organized under the laws of the State of Alabama
submits the following statement for the purpose of changing its registered
office or its registered agent, or both, in the State of Alabama.

1.       The name of the corporation is SCI Systems (Alabama), Inc.

2.       The Address of its present registered office is

              2109 W. Clinton Ave           Huntsville    Alabama     35805
         -----------------------------------------------------------------------
              Street Address, not P.O. Box     City        State     Zip Code

3.       The address to which its registered office is to be changed

         _______________________________________________________________________
              Street Address, not P.O. Box     City        State     Zip Code

4.       The name of its present registered agent

              D. Lynn Cox

5.       The name of its successor registered agent is

              Michael M. Sullivan

6.       The address of its registered office and the address of the business
         office of its registered agent, as changed, will be identical.

         Such change was authorized by resolution duly adopted by its board of
         directors.

DATED    January 18, 1990

                                    SCI Systems (Alabama), Inc.         (Note 1)

                                    By:  /s/ A. Eugene Sapp, Jr.        (Note 2)
                                        ------------------------------
                                                 its __________ President
STATE OF Alabama                           A. Eugene Sapp, Jr.

COUNTY OF Madison

         Before me, the undersigned authority in and for said county and state,
personally appeared Michael M. Sullivan, who being by me first duly sworn, doth
depose and say that he/she is the Secretary of SCI Systems (Alabama), Inc.

                                    (Name of Corporation)
and that the foregoing statements contained in this report are true, full and
correct.

                                       /s/ Michael M. Sullivan
                                    --------------------------------------------
                                            (Signature of Officer)
                                    Michael M. Sullivan

         Subscribed and sworn to before mean this 18th day of January, 19 90 in
witness whereof I hereunto subscribe my name and affix the seal of my office.

                                       /s/ Carol M. Broussard
                                    --------------------------------------------
                                                 (Notary Public)
                                    My Commission expires November 3, 1993

Note l.  Exact corporate name of corporation making the statement.



Note 2.  Signature and title of officer signing for the corporation.

Mail one copy of this completed application and fee of $5.00 to:
                                                      Secretary of State
                                                      Corporation Division
                                                      524 State Office Building
                                                      Montgomery, AL  35130
                                                      (205) 261-5324

                                       -2-

EX-3.1.18

                                                                  EXHIBIT 3.1.18

                            ARTICLES OF ORGANIZATION

                                       OF

                            SCI PLANT NO. 12, L.L.C.

         The undersigned, being a natural person of eighteen years of age or
more, hereby establishes a limited liability company under the name of SCI Plant
No. 12, L.L.C., adopting and filing in duplicate these articles of organization
in accordance with the provisions of the Colorado Limited Liability Company Act
(the "Act"):

         1.       The name of the limited liability company is SCI Plant No. 12,
L.L.C. (the "Company").

         2.       The name and business address of the Company's registered
agent for service of process is:

                           The Corporation Company
                           1675 Broadway
                           Denver, Colorado 80202

         3.       Management of the Company is vested in the members. The
members may appoint a person to handle day to day administrative and other
duties in connection with the Company's business. The name and business address
of the initial member is:

                           SCI Technology, Inc.
                           P.O. Box 1000
                           Huntsville, Alabama 35807

         4.       The name and address of the organizer is:

                           Hendrik F. Jordaan
                           Holme Roberts & Owen, LLP
                           90 South Cascade, Suite 1300
                           Colorado Springs, Colorado 80903

         5.       Except to the extent Section 7-80-108 of the Act expressly
provides otherwise, the operating agreement of the Company shall govern the
rights, duties, limitations, qualifications and relations among the members, the
members' assignees and transferees, and the Company.

         Executed this 31st day of March, 2000.

                                     /s/ Hendrik F. Jordaan
                                    --------------------------------------------
                                    Hendrik F. Jordaan, Organizer

EX-3.1.19

                                                                  EXHIBIT 3.1.19

                            ARTICLES OF ORGANIZATION

                                       OF

                            SCI PLANT NO. 22, L.L.C.

         The undersigned, being a natural person of eighteen years of age or
more, hereby establishes a limited liability company under the name of SCI Plant
No. 22, L.L.C., adopting and filing in duplicate these articles of organization
in accordance with the provisions of the Colorado Limited Liability Company Act
(the "Act"):

         1.       The name of the limited liability company is SCI Plant No. 22,
L.L.C. (the "Company").

         2.       The name and business address of the Company's registered
agent for service of process is:

                           The Corporation Company
                           1675 Broadway
                           Denver, Colorado 80202

         3.       Management of the Company is vested in the members. The
members may appoint a person to handle day to day administrative and other
duties in connection with the Company's business. The name and business address
of the initial member is:

                           SCI Technology, Inc.
                           P.O. Box 1000
                           Huntsville, Alabama 35807

         4.       The name and address of the organizer is:

                           Hendrik F. Jordaan
                           Holme Roberst & Owen, LLP
                           90 South Cascade, Suite 1300
                           Colorado Springs, Colorado 80903

         5.       Except to the extent Section 7-80-108 of the Act expressly
provides otherwise, the operating agreement of the Company shall govern the
rights, duties, limitations, qualifications and relations among the members, the
members' assignees and transferees, and the Company.

         Executed this 31st day of March, 2000.

                                     /s/ Hendrik F. Jordaan
                                    --------------------------------------------
                                    Hendrik F. Jordaan, Organizer

EX-3.1.20

                                                                  EXHIBIT 3.1.20

                            CERTIFICATE OF FORMATION

                                       OF

                                  SCI/TAG, LLC

         The undersigned, an authorized natural person, for the purpose of
forming a limited liability company under the Delaware Limited Liability Company
Act, hereby certifies that:

         1.       Name: The name of the limited liability company is SCI/TAG,
LLC (the "Company").

         2.       Registered Office and Registered Agent: The address of the
registered office and the name and address of the registered agent of the
Company are 1209 Orange Street, Wilmington, Delaware 19801 and The Corporation
Trust Company, respectively.

         Executed on November 23, 1999.

                                       /s/ James J. McAlpin, Jr.
                                    --------------------------------------------
                                    James J. McAlpin, Jr., Authorized Person

EX-3.1.21

                                                                  EXHIBIT 3.1.21

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                            CERTIFICATE OF FORMATION
                                       OF
                                  SCI/TAG, LLC

         THIS AMENDMENT to the Certificate of Formation of SCI/TAG, LLC (the
"Company") is being executed and filed by the undersigned to amend the
Certificate of Formation of the Company under Section 18-202 of the Delaware
Limited Liability Company Act.

         1.       The name of the Company is SCI/TAG, LLC.

         2.       Article I of the Certificate of Formation is hereby amended to
                  read:

                  "I. Name. The name of the limited liability company is SCI
                  ENCLOSURES, LLC."

         3.       This Certificate of Formation shall be effective upon the date
                  and time filed with the Secretary of State.

         IN WITNESS WHEREOF, the undersigned Manager has caused this Certificate
of Amendment to be executed as of this 16th day of May, 2001.

                                    SCI/TAG, LLC

                                    By: /s/ George J. King
                                        -------------------------------------

                                    Name: George J. King

                                    Title: Manager

EX-3.1.22

                                                                  EXHIBIT 3.1.22

                              CERTIFICATE OF MERGER
                                       OF
                       RA-TEK PRECISION SHEET METAL, INC.
                           (A CALIFORNIA CORPORATION)
                                  WITH AND INTO
                               SCI ENCLOSURES, LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

         SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to
Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby
certifies that:

         1.       The name and jurisdiction of formation or organization of each
of the constituent entities are:

                  (i)      Ra-Tek Precision Sheet Metal, Inc., which is
                           incorporated under the laws of the State of
                           California; and

                  (ii)     SCI Enclosures, LLC, a limited liability company,
                           which is organized under the laws of the State of
                           Delaware.

         2.       An Agreement and Plan of Merger (the "Plan of Merger") has
been approved, and executed by each of the aforesaid constituent business
entities in accordance with the provisions of Section 18-209(b) of the Act and
the applicable provisions of the California General Corporation Law.

         3.       The name of the surviving limited liability company is SCI
ENCLOSURES, LLC.

         4.       The Merger shall be effective at 11:59 p.m. on June 30, 2001.

         5.       The executed Plan of Merger is on file at a place of business
of the surviving limited liability company which is located at SCI Enclosures,
LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville,
Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures,
LLC, on request and without cost to any member of the limited liability company
or any stockholder of Ra-Tek Precision Sheet Metal, Inc.,

               [Remainder of this page intentionally left blank.]



         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Merger as of this 26 day of June, 2001.

                                    SCI ENCLOSURES, LLC

                                    By: /s/ George J. King
                                        ----------------------------------------
                                    Name: George J. King
                                    Title: Manager

EX-3.1.23

                                                                  EXHIBIT 3.1.23

                              CERTIFICATE OF MERGER
                                       OF
                        CONTINENTAL METAL SPECIALTY, INC.
                            (A KENTUCKY CORPORATION)
                                  WITH AND INTO
                               SCI ENCLOSURES, LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

         SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to
Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby
certifies that:

         1.       The name and jurisdiction of formation or organization of each
of the constituent entities are:

                  (i)      Continental Metal Specialty, Inc., which is
                           incorporated under the laws of the Commonwealth of
                           Kentucky; and

                  (ii)     SCI Enclosures, LLC, a limited liability company,
                           which is organized under the laws of the State of
                           Delaware.

         2.       An Agreement and Plan of Merger (the "Plan of Merger") has
been approved, and executed by each of the aforesaid constituent business
entities in accordance with the provisions of Section 18-209(b) of the Act and
the applicable provisions of the Kentucky Business Corporation Act.

         3.       The name of the surviving limited liability company is SCI
ENCLOSURES, LLC.

         4.       The Merger shall be effective at 11:59 p.m. on June 30, 2001.

         5.       The executed Plan of Merger is on file at a place of business
of the surviving limited liability company which is located at SCI Enclosures,
LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville,
Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures,
LLC, on request and without cost to any member of the limited liability company
or any stockholder of Continental Metal Specialty, Inc.,

               [Remainder of this page intentionally left blank.]



         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Merger as of this 26 day of June, 2001.

                                    SCI ENCLOSURES, LLC

                                    By: /s/ George J. King
                                        ----------------------------------------
                                    Name: George J. King
                                    Title: Manager

EX-3.1.24

                                                                  EXHIBIT 3.1.24

                              CERTIFICATE OF MERGER
                                       OF
                               CMS HOLDING COMPANY
                            (A DELAWARE CORPORATION)
                                  WITH AND INTO
                               SCI ENCLOSURES, LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

         SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to
Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby
certifies that:

         1.       The name and jurisdiction of formation or organization of each
of the constituent entities are:

                  (i)      CMS Holding Company, which is incorporated under the
                           laws of the State of Delaware; and

                  (ii)     SCI Enclosures, LLC, a limited liability company,
                           which is organized under the laws of the State of
                           Delaware.

         2.       An Agreement and Plan of Merger (the "Plan of Merger") has
been approved, and executed by each of the aforesaid constituent business
entities in accordance with the provisions of Section 18-209(b) of the Act and
in accordance with Section 264 of the Delaware General Corporation Law.

         3.       The name of the surviving limited liability company is SCI
ENCLOSURES, LLC.

         4.       The Merger shall be effective at 11:59 p.m. on June 30, 2001.

         5.       The executed Plan of Merger is on file at a place of business
of the surviving limited liability company which is located at SCI Enclosures,
LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville,
Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures,
LLC, on request and without cost to any member of the limited liability company
or any stockholder of CMS Holding Company.

               [Remainder of this page intentionally left blank.]



         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Merger as of this 26 day of June, 2001.

                                    SCI ENCLOSURES, LLC

                                    By: /s/ George J. King
                                        ----------------------------------------
                                    Name: George J. King
                                    Title: Manager

EX-3.1.25

                                                                  EXHIBIT 3.1.25

                              CERTIFICATE OF MERGER
                                       OF
                            CMS HARTZELL INCORPORATED
                            (A DELAWARE CORPORATION)
                                  WITH AND INTO
                               SCI ENCLOSURES, LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

         SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to
Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby
certifies that:

         1.       The name and jurisdiction of formation or organization of each
of the constituent entities are:

                  (i)      CMS Hartzell Incorporated, which is incorporated
                           under the laws of the State of Delaware; and

                  (ii)     SCI Enclosures, LLC, a limited liability company,
                           which is organized under the laws of the State of
                           Delaware.

         2.       An Agreement and Plan of Merger (the "Plan of Merger") has
been approved, and executed by each of the aforesaid constituent business
entities in accordance with the provisions of Section 18-209(b) of the Act and
in accordance with Section 264 of the Delaware General Corporation Law.

         3.       The name of the surviving limited liability company is SCI
ENCLOSURES, LLC.

         4.       The Merger shall be effective at 11:59 p.m. on June 30, 2001.

         5.       The executed Plan of Merger is on file at a place of business
of the surviving limited liability company which is located at SCI Enclosures,
LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville,
Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures,
LLC, on request and without cost to any member of the limited liability company
or any stockholder of CMS Hartzell Incorporated.

               [Remainder of this page intentionally left blank.]



         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Merger as of this 26 day of June, 2001.

                                    SCI ENCLOSURES, LLC

                                    By: /s/ George J. King
                                        ----------------------------------------
                                    Name: George J. King
                                    Title: Manager

EX-3.1.26

                                                                  EXHIBIT 3.1.26

                              CERTIFICATE OF MERGER
                                       OF
                          HARTZELL MANUFACTURING, INC.
                            (A MINNESOTA CORPORATION)
                                  WITH AND INTO
                               SCI ENCLOSURES, LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

         SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to
Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby
certifies that:

         1.       The name and jurisdiction of formation or organization of each
                  of the constituent entities are:

                  (i)      Hartzell Manufacturing, Inc., which is incorporated
                           under the laws of the State of Minnesota; and

                  (ii)     SCI Enclosures, LLC, a limited liability company,
                           which is organized under the laws of the State of
                           Delaware.

         2.       An Agreement and Plan of Merger (the "Plan of Merger") has
been approved, and executed by each of the aforesaid constituent business
entities in accordance with the provisions of Section 18-209(b) of the Act and
in accordance with Section 302A.613 of the Minnesota Business Corporation Act.

         3.       The name of the surviving limited liability company is SCI
ENCLOSURES, LLC.

         4.       The Merger shall be effective at 11:59 p.m. on June 30, 2001.

         5.       The executed Plan of Merger is on file at a place of business
of the surviving limited liability company which is located at SCI Enclosures,
LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton Avenue, Huntsville,
Alabama 35805. A copy of the Plan of Merger will be furnished by SCI Enclosures,
LLC, on request and without cost to any member of the limited liability company
or any stockholder of Hartzell Manufacturing, Inc.

               [Remainder of this page intentionally left blank.]



         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Merger as of this 26 day of June, 2001.

                                    SCI ENCLOSURES, LLC

                                    By: /s/ George J. King
                                        ----------------------------------------
                                    Name: George J. King
                                    Title: Manager

EX-3.1.27

                                                                  EXHIBIT 3.1.27

                              CERTIFICATE OF MERGER
                                       OF
                         GLOBAL TOOL & ENGINEERING, INC.
                            (A MINNESOTA CORPORATION)
                                  WITH AND INTO
                               SCI ENCLOSURES, LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

         SCI ENCLOSURES, LLC, a Delaware limited liability company, pursuant to
Section 18-209 of the Delaware Limited Liability Company Act (The "Act"), hereby
certifies that:

         1.       The name and jurisdiction of formation or organization of each
         of the constituent entities are:

         (i)      Global Tool & Engineering, Inc., which is incorporated under
                  the laws of the State of Minnesota; and

         (ii)     SCI Enclosures, LLC, a limited liability company, which is
                  organized under the laws of the State of Delaware.

         2.       An Agreement and Plan of Merger (the "Plan of Merger") has
         been approved, and executed by each of the aforesaid constituent
         business entities in accordance with the provisions of Section
         18-209(b) of the Act and Section 302A.613 of the Minnesota Business
         Corporation Act.

         3.       The name of the surviving limited liability company is SCI
         ENCLOSURES, LLC.

         4.       The Merger shall be effective at 11:59 p.m. on June 30, 2001.

         5.       The executed Plan of Merger is on file at a place of business
         of the surviving limited liability company which is located at SCI
         Enclosures, LLC, c/o SCI Systems (Alabama), Inc., 2101 West Clinton
         Avenue, Huntsville, Alabama 35805. A copy of the Plan of Merger will be
         furnished by SCI Enclosures, LLC, on request and without cost to any
         member of the limited liability company or any stockholder of Global
         Tool & Engineering, Inc.

               [Remainder of this page intentionally left blank.]



         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Merger as of this 26 day of June, 2001.

                                    SCI ENCLOSURES, LLC

                                    By: /s/ George J. King
                                        ----------------------------------------
                                    Name: George J. King
                                    Title: Manager

EX-3.1.28

                                                                  EXHIBIT 3.1.28

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                            CERTIFICATE OF FORMATION
                                       OF
                               SCI ENCLOSURES, LLC

         THIS AMENDMENT to the Certification of Formation of SCI ENCLOSURES, LLC
(the "Company") is being executed and filed by the undersigned to amend the
Certificate of Formation of the Company under Section 18-202 of the Delaware
Limited Liability Company Act.

         1.       The name of the Company is SCI ENCLOSURES, LLC.

         2.       Article I of the Certificate of Formation is hereby amended to
                  read:

                  "1. Name. The name of the limited liability company is
                  "SANMINA-SCI SYSTEMS ENCLOSURES, LLC."

         3.       This Certificate of Formation shall be effective upon the date
                  and time filed with the Delaware Secretary of State.

         IN WITNESS WHEREOF, the undersigned Manager has caused this Certificate
         of Amendment to be executed as of this first day of August, 2002.

                                    SCI ENCLOSURES, LLC

                                    By:  /s/ Michael M. Sullivan
                                        ----------------------------------------
                                    Name: Michael M. Sullivan
                                    Title: Manager

EX-3.1.29

                                                                  EXHIBIT 3.1.29

                            ARTICLES OF INCORPORATION
                                       OF
                          SCI ENCLOSURES (DENTON), INC.

         The undersigned, a natural person of the age of eighteen years or more,
acting as sole incorporator of a corporation under the provisions of the Texas
Business Corporation Act ("TBCA"), adopts the following Articles of
Incorporation:

                                   ARTICLE I

         The name of the corporation is SCI Enclosures (Denton), Inc.

                                   ARTICLE II

         The period of duration of the corporation is perpetual.

                                  ARTICLE III

         The purpose for which the corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the Texas Business Corporation Act.

                                   ARTICLE IV

         Section 4.1. The aggregate number of shares that the corporation shall
have authority to issue is one thousand (1,000) shares of common stock with the
par value of ten cents ($0.10) each.

         Section 4.2. No shareholder or other person shall have any pre-emptive
right whatsoever to acquire additional, unissued or treasury shares of the
corporation, or securities of the corporation convertible into or carrying a
right to subscribe to or acquire shares, or any other securities or property
whatsoever.

         Section 4.3. Cumulative voting shall not be permitted.

                                   ARTICLE V

         The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of one thousand dollars
($1,000.00), consisting of money, labor done or property actually received.

                                   ARTICLE VI

         The street address of the initial registered office of the corporation
is 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its initial
registered agent at that address is CT Corporation System.



                                  ARTICLE VII

         The number of directors of the corporation shall be fixed as determined
by the Bylaws. The number of directors constituting the initial board of
directors is three (3), and the names and addresses of the persons who are to
serve as directors until the first annual meeting of the shareholders or until
their successors are elected and qualified are:

                 Name                        Address

                 A. Eugene Sapp              2101 West Clinton Avenue
                                             Huntsville, Alabama 35805

                 Robert C. Bradshaw          2101 West Clinton Avenue
                                             Huntsville, Alabama 35805

                 Michael M. Sullivan         2101 West Clinton Avenue
                                             Huntsville, Alabama 35805

                                  ARTICLE VIII

         Any action required by the TBCA to be taken at any annual or special
meeting of shareholders, or any action that may be taken at any annual or
special meeting of the shareholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voted.

                                   ARTICLE IX

         A director of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article IX does not eliminate or limit
the liability of a director to the extent the director is found liable for (i) a
breach of the director's duty of loyalty to the corporation or its shareholders;
(ii) an act or omission not in good faith that constitutes a breach of duty of
the director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which the
director received an improper benefit, whether or not the benefit resulted form
an action taken within the scope of the director's office; or (iv) an act or
omission or which the liability of a director is expressly provided by an
applicable statute. Any repeal or amendment of this Article IX by the
shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or amendment. In addition to the
circumstances in which the director of the corporation is not liable as set
forth in the preceding sentences, the director shall not be liable to the
fullest extent permitted by any provisions of the statues of the State of Texas
hereafter enacted that further limits the liability of a director.

                                       -2-


                                    ARTICLE X

The Board of Directors is expressly authorized to adopt, amend and repeal the
bylaws. The corporation's shareholders are hereby expressly prohibited from
amending or repealing the bylaws.

                                   ARTICLE XI

         The name and address of the incorporator of the Corporation is as
follows:

                 Name                        Address

                 Anthony R. Boggs            191 Peachtree St., N.E., 16th Floor
                                             Atlanta, Georgia 30303

         IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of June,
2001.

                                       /s/ Anthony R. Boggs
                                       -----------------------------------------
                                                   Anthony R. Boggs

                                       -3-

EX-3.1.30

                                                                  EXHIBIT 3.1.30

                              ARTICLES OF MERGER OF
                      HARTZELL MANUFACTURING, INCORPORATED
                            (A MINNESOTA CORPORATION)
                                  WITH AND INTO
                          SCI ENCLOSURES (DENTON), INC.
                              (A TEXAS CORPORATION)

         Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act, the undersigned corporations adopt the following Articles of
Merger.

         1.       An Agreement and Plan of Merger has been adopted in accordance
                  with the provisions of Article 5.03 of the Texas Business
                  Corporation Act providing for the merger of Hartzell
                  Manufacturing, Incorporated with and into SCI Enclosures
                  (Denton), Inc. (the "Surviving Corporation") A copy of the
                  Agreement and Plan of Merger is attached hereto as Exhibit A.

         2.       The name and state of domicile of the constituent corporations
                  are as follows:

                  (a) Hartzell Manufacturing Incorporated, a Minnesota
                      corporation ("Hartzell"); and

                  (b) SCI Enclosures (Denton), Inc., a Texas corporation ("SCI
                      Enclosures").

         3.       The Agreement and Plan of Merger was duly authorized and
                  approved by the directors and the sole shareholder of Hartzell
                  pursuant to Section 302A.613 of the Minnesota Business
                  Corporation Act and its corporate documents. The total number
                  of shares outstanding of Hartzell is 100,000 shares. All
                  shares were voted FOR the Agreement and Plan of Merger by the
                  sole shareholder.

         4.       The Agreement and Plan of Merger was duly authorized and
                  approved by the directors and sole shareholder of SCI
                  Enclosures pursuant to Section 5.03 of the Texas Business
                  Corporation Act and its corporate documents. The total number
                  of shares outstanding of SCI Enclosures is 100 shares. All
                  share were voted FOR the Agreement and Plan of Merger by the
                  sole shareholder.

         5.       SCI Enclosures will be the entity surviving the Merger (the
                  "Surviving Corporation"), and the Articles of Incorporation of
                  SCI Enclosures, as filed with the Secretary of State of Texas,
                  will be the Articles of Incorporation of the Surviving
                  Corporation [The Surviving Corporation will be responsible for
                  the payment of all fees and franchise taxes of the merged
                  corporation and will be obligated to pay such fees and
                  franchise taxes if the same are not timely paid.]

         6.       The Merger shall be effective on June 30, 2001, at 11:58 p.m.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)



         IN WITNESS WHEREOF, Hartzell Manufacturing, Incorporated and SCI
Enclosures (Denton), Inc. have each executed these Articles of Merger this
26th day of June, 2001.

                                    SCI ENCLOSURES (DENTON), INC.
                                    (SURVIVING CORPORATION)

                                    By: /s/ George J. King
                                        ----------------------------------------
                                    Name: George J. King
                                    Title: Executive Vice President

                                    HARTZELL MANUFACTURING,
                                    INCORPORATED

                                    By: /s/ [ILLEGIBLE]
                                        ----------------------------------------
                                    Name: [ILLEGIBLE]
                                    Title: SVP & Chief Financial Officer

                                       -2-



                                    EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER



                          AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger") dated as of
June 15, 2001, is by and between SCI ENCLOSURES (DENTON), INC. a Texas
corporation, and Hartzell Manufacturing, Incorporated, a Minnesota corporation
(the "Constituent Corporations").

                               STATEMENT OF FACTS

         The Board of Directors of each of the Constituent Corporations have
determined that it is advisable and for the benefit of the Constituent
Corporations to merge according to the term and conditions of this Plan of
Merger.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Constituent Corporations agree
as follows:

         1.       The names of the merging entities are:

                  SCI Enclosures (Denton), Inc., a Texas Corporation (the
                  "Surviving Corporation"); and

                  Hartzell Manufacturing, Incorporated, a Minnesota corporation
                  (the "Merging Corporation").

         2.       Upon the filing of the articles of merger with the Secretary
of State of Minnesota and the Secretary of State of Texas, pursuant to the
provisions of the applicable statutes of the states of Minnesota and Texas, the
Merging Corporation will be merged with and into the Surviving Corporation (the
"Merger") and the existence of the Merging Corporation shall cease.

         3.       The Articles of Incorporation ("Exhibit A"), Bylaws, directors
and officers of SCI Enclosures (Denton), Inc. at the effective time and date of
the Merger shall be the Articles of Incorporation, Bylaws, Directors and
officers of the Surviving Corporation.

         4.       At the Effective Time (as defined below), each share of stock
of the Merging Corporation issued and outstanding immediately prior to the
Effective Time shall be automatically and without further action cancelled and
retired. Each share of stock held in the Surviving Corporation issued and
outstanding immediately prior to the Effective Time shall remain outstanding.

         5.       This Plan of Merger has been submitted to the directors and
sole shareholder of the Merging Corporation and to the directors and sole
shareholder of the Surviving Corporation and has been approved in the manner
prescribed by the provisions of the laws of the states of Minnesota and Texas,
respectively.



         6.       The directors and the proper officers of each of the
Constituent Corporations, respectively, are hereby authorized, empowered and
directed to do any and all acts and things, and to make, execute, deliver, file
and record any and all instruments, papers and documents necessary, proper or
convenient to carry out the Merger (including, without limitation, filing a
description or plan of merger or resolutions adopting the same in any form
whatsoever, so long as such document is not inconsistent with this Plan of
Merger).

         7.       The Merging Corporation and the Surviving Corporation intend
that the effective date of the Merger be June 30, 2001. The merger of the
Merging Corporation and the Surviving Corporation shall be effective upon the
filing of the articles of merger necessary to effect the Merger, or such other
date and time as may be specified therein, or such other date and time as the
directors and proper officers of the Surviving Corporation and the Surviving
Corporation may determine (the "Effective Time").

                [Remainder of this page intentionally left blank]

                                       -2-



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

                                    SURVIVING CORPORATION:

                                    SCI ENCLOSURES (DENTON), INC.

                                    By: /s/ George J. King
                                        ----------------------------------------
                                    Name: George J. King
                                    Title: Executive Vice President

                                    MERGING CORPORATION:

                                    HARTZELL MANUFACTURING,
                                    INCORPORATED

                                    By: /s/ [ILLEGIBLE]
                                        ----------------------------------------
                                    Name: [ILLEGIBLE]
                                    Title: SVP & CFO

                                       -3-



                                    EXHIBIT A

           ARTICLES OF INCORPORATION OF SCI ENCLOSURES (DENTON), INC.



                            ARTICLES OF INCORPORATION
                                       OF

                          SCI ENCLOSURES (DENTON), INC.

         The undersigned, a natural person of the age of eighteen years or more,
acting as sole incorporator of a corporation under the provisions of the Texas
Business Corporation Act ("TBCA"), adopts the following Articles of
Incorporation:

                                   ARTICLE I

         The name of the corporation is SCI Enclosures (Denton), Inc.

                                   ARTICLE II

         The period of duration of the corporation is perpetual.

                                  ARTICLE III

         The purpose for which the corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the Texas Business Corporation Act.

                                   ARTICLE IV

         Section 4.1 The aggregate number of share that the corporation shall
have authority to issue is one thousand (1000) shares of common stock with the
par value of ten cents ($0.10) each.

         Section 4.2 No shareholder or other person shall have any pre-emptive
right whatsoever to acquire additional, unissued or treasury shares of the
corporation, or securities of the corporation convertible into or carrying a
right to subscribe to or acquire shares, or any other securities or property
whatsoever.

         Section 4.3 Cumulative voting shall not be permitted.

                                   ARTICLE V

         The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of one thousand dollars
($1,000.00), consisting of money, labor done or property actually received.

                                   ARTICLE VI

         The street address of the initial registered office of the corporation
is 350 N. St. Paul Street, Dallas, Texas 75201, and the name of its initial
registered agent at that address is CT Corporation System.

                                  ARTICLE VII



         The number of directors of the corporation shall be fixed as determined
by the Bylaws. The number of directors constituting the initial board of
directors is three (3), and the names and addresses of the persons who are to
serve as directors until the first annual meeting of the shareholders or until
their successors are elected and qualified are:

                 Name                        Address

                 A. Eugene Sapp              2101 West Clinton Avenue
                                             Huntsville, Alabama 35805

                 Robert C. Bradshaw          2101 West Clinton Avenue
                                             Huntsville, Alabama 35805

                 Michael M. Sullivan         2101 West Clinton Avenue
                                             Huntsville, Alabama 35805

                                  ARTICLE VIII

         Any action required by the TBCA to be taken at any annual or special
meeting of shareholders, or any action that may be taken at any annual or
special meeting of the shareholders may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voted.

                                   ARTICLE IX

         A director of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article IX does not eliminate or limit
the liability of a director to the extent the director is found liable for (i) a
breach of the directors duty of loyalty to the corporation or its shareholders;
(ii) an act or omission not in good faith that constitutes a breach of duty of
the director to the corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which the
director received in improper benefit, whether or not the benefit resulted form
an action taken within the scope of the director's office; or (iv) an act or
omission or which the liability of a director is expressly provided by an
applicable statute. Any repeal or amendment of this Article IX by the
shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or amendment. In addition to the
circumstances in which the director of the corporation is not liable as set
forth in the preceding sentences, the director shall not be liable to the
fullest extent permitted by any provisions of the statutes of the State of Texas
hereafter enacted that further limits the liability of a director.

                                   ARTICLE X

                                       -2-



         The Board of Directors is expressly authorized to adopt, amend and
repeal the bylaws. The corporation's shareholders are hereby expressly
prohibited from amending or repealing the bylaw.

                                   ARTICLE XI

         The name and address of the incorporator of the Corporation is as
follows:

                 Name                        Address

                 Anthony R. Boggs            191 Peachtree St., N.E., 16th Floor
                                             Atlanta, Georgia 30303

         IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of June,
2001.

                                       /s/ Anthony R. Boggs
                                       -----------------------------------------
                                       Anthony R. Boggs

                                       -3-

EX-3.1.31

                                                                  EXHIBIT 3.1.31

[SEAL]

                             Office of the Secretary of State
                             Corporations Section
                             P.O. Box 13697
                             Austin, Texas 78711-3697

                            ASSUMED NAME CERTIFICATE
                     FOR FILING WITH THE SECRETARY OF STATE

1.       The name of the corporation, limited liability company, limited
         partnership, or registered limited liability partnership as stated in
         its articles of incorporation, articles of organization, certificate of
         limited partnership, application for certificate of authority or
         comparable document is

                  SCI Enclosures (Denton), Inc.

2.       The assumed name under which the business or professional service is or
         is to be conducted or rendered is

                  SCI Enclosures

3.       The state, country, or other jurisdiction under the laws of which it
         was incorporated, organized or associated is Texas and the address of
         its registered or similar office in that jurisdiction is

          c/o CT Corporation System, 350 North St. Paul Street, Dallas, TX 75201

4.       The period, not to exceed 10 years, during which the assumed name will
         be used is

                  Ten (10) years

5.       The entity is a (check one):

         A.
           [X]  Business Corporation               [ ]  Non-Profit Corporation
           [ ]  Professional Corporation           [ ]  Professional Association
           [ ]  Limited Liability Company          [ ]  Limited Partnership
           [ ]  Registered Limited Liability
                Partnership

         B.       If the entity is some other type business, professional or
                  other association that is incorporated, please specify below
                  (e.g., bank, savings and loan association, etc.)

         _______________________________________________________________________

6.       If the entity is required to maintain a registered office in Texas, the
         address of the registered office is c/o CT Corporation System. 350
         North St. Paul Street, Dallas, TX 75201 and the name of its registered
         agent at such address is CT Corporation System The address of the
         principal office (if not the same as the registered office) is 2200
         Worthington Drive, Denton, Texas 76207 (Denton County)



7.       If the entity is not required to or does not maintain a registered
         office in Texas, the office address in Texas is _______________________
         _______________________________________________________________________

         and if the entity is not incorporated, organized or associated under
         the laws of Texas, the address of its place of business in Texas is ___
         _______________________________________________________________________

         and the office address elsewhere is ___________________________________
         _______________________________________________________________________

8.       The county or counties where business or professional services are
         being or are to be conducted or rendered under such assumed name are
         (if applicable, use the designation "ALL" or "ALL EXCEPT"
                  ALL
         _______________________________________________________________________

9.       The undersigned, if acting in the capacity of an attorney-in-fact of
         the entity, certifies that the entity has duly authorized the
         attorney-in-fact in writing to execute this document.

                                    By /s/ George J. King
                                       -----------------------------------------
                                       Signature of officer, general partner,
                                       manager, representative or
                                       attorney-in-fact of the entity

         State of     Alabama         )
                                      )
         County of    Madison         )

         This instrument was acknowledged before me on 8/22/01 by George J. King
                         (name of person acknowledging)

         (Notary Seal)

                                        /s/ Carol A. Pannell
                                    --------------------------------------------
                                    Signature of Notary My Commission Expires
                                    9/14/2004
                                    Notary Public

Form No. 503
Revised 9/99

                                       -2-

EX-3.1.32

                                                                  EXHIBIT 3.1.32

                          ARTICLES OF INCORPORATION OF
                                  SCIMEX, INC.

         The undersigned, in order to form a corporation under and pursuant to
the laws of the State of Alabama, hereby adopts the following articles of
incorporation:

                                       I.

         The name of the corporation is:

                           Scimex, Inc.

                                      II.

         The corporation is organized pursuant to the provisions of the Alabama
Business Corporation Act.

                                      III.

         The corporation shall have perpetual duration.

                                      IV.

         The object of the corporation is pecuniary gain and profit and the
corporation is formed for the purpose of the transaction of any or all lawful
business for which corporations may be incorporated under this act and engaging
in such other businesses as the Board of Directors may from time to time specify
by resolution.

                                       V.

         The corporation shall have authority to issue 1,000 shares of $.10 par
value common stock.

                                      VI.

         The corporation shall be entitled to purchase its own shares out of its
unreserved and unrestricted earned and capital surplus available therefor.

                                      VII.

         The corporation shall be entitled to distribute a portion of its assets
to its shareholders out of capital surplus available therefor.



                                     VIII.

         The initial registered office of the corporation shall be at 5000
Technology Drive, Huntsville, Alabama 35804. The initial registered agent of the
corporation at such address shall be D. Lynn Cox.

                                      IX.

         The initial board of directors shall consist of three members who shall
be and whose addresses are:

                  Name and Address

         Olin B. King
         5000 Technology Drive
         Huntsville, Alabama 35804

         A. Eugene Sapp
         5000 Technology Drive
         Huntsville, Alabama 35804

         D. Lynn Cox
         5000 Technology Drive
         Huntsville, Alabama 35804

                                       X.

         The name and address of the incorporator is:
                  William B. Tatum
                  218 Randolph Drive
                  Huntsville, Alabama 35801

                                      XI.

         The pre-emptive right of any shareholder to acquire authorized and
unissued shares of the corporation is denied.

                                       -2-


         The undersigned, acting as incorporator of the corporation named herein
in accordance with the Alabama Business Corporation Act, executes these Articles
of Incorporation, this 17th day of March, 1987.

                                    /s/ William B. Tatum
                                    --------------------------------------------
                                    William B. Tatum
                                    Incorporator

                                       -3-

EX-3.1.33

                                                                  EXHIBIT 3.1.33

[LOGO]

                      FOR USE BY DOMESTIC CORPORATION ONLY
                               STATEMENT OF CHANGE
               OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF

                                  SCIMEX, INC.

TO SECRETARY OF STATE OF ALABAMA:

Pursuant to the provisions of Section 10-2A-30, Code of Alabama 1975, the
undersigned corporation, organized under the laws of the State of Alabama
submits the following statement for the purpose of changing its registered
office or its registered agent, or both, in the State of Alabama.

1.       The name of the corporation is SCIMEX, Inc.

2.       The Address of its present registered office is

              2109 W. Clinton Ave            Huntsville    Alabama     35805
         -----------------------------------------------------------------------
              Street Address, not P.O. Box      City        State    Zip Code

3.       The address to which its registered office is to be changed

         _______________________________________________________________________
              Street Address, not P.O. Box      City        State    Zip Code

4.       The name of its present registered agent

              D. Lynn Cox

5.       The name of its successor registered agent is

              Michael M. Sullivan

6.       The address of its registered office and the address of the business
         office of its registered agent, as changed, will be identical.

         Such change was authorized by resolution duly adopted by its board of
         directors.

DATED    January 18, 1990

                                               SCIMEX, Inc.             (Note 1)
                                    By: /s/ A. Eugene Sapp, Jr.         (Note 2)
                                        -------------------------------
                                              its __________ President

STATE OF Alabama                        A. Eugene Sapp, Jr.

COUNTY OF Madison

         Before me, the undersigned authority in and for said county and state,
personally appeared Michael M. Sullivan, who being by me first duly sworn, doth
depose and say that he/she is the Secretary of SCIMEX, Inc.

                                                        (Name of Corporation)
and that the foregoing statements contained in this report are true, full and
correct.

                                    /s/ Michael M. Sullivan
                                    --------------------------------------------
                                                (Signature of Officer)
                                    Michael M. Sullivan

         Subscribed and sworn to before mean this 18th day of January, 19 90 in
witness whereof I hereunto subscribe my name and affix the seal of my office.

                                    /s/ Carol M. Broussard
                                    --------------------------------------------
                                                      (Notary Public)
                                    My Commission expires November 3, 1993

Note l.  Exact corporate name of corporation making the statement.

Note 2.  Signature and title of officer signing for the corporation.



Mail one copy of this completed application and fee of $5.00 to:
                                                      Secretary of State
                                                      Corporation Division
                                                      524 State Office Building
                                                      Montgomery, AL  35130
                                                      (205) 261-5324

                                       -2-

EX-3.1.34

                                                                  EXHIBIT 3.1.34

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                              OF ZYCON CORPORATION
                             A DELAWARE CORPORATION
                        (Pursuant to Secs. 242 and 245 of
              the General Corporation Law of the State of Delaware)

         Zycon Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware, and which filed its original
Certificate of Incorporation with the Secretary of Sate of Delaware on May 22,
1995, DOES HEREBY CERTIFY:

         FIRST.   The name of the corporation is Zycon Corporation (the
"Corporation").

         SECOND.  The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, Wilmington, Delaware. The name of its
registered agent at such address is The Corporation Trust Company.

         THIRD.   The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

         FOURTH.  The total number of shares of stock which the Corporation
shall have authority to issue is 3,000 shares of Common Stock with a par value
of One Cent ($.01) per share.

         FIFTH.   The Corporation is to have perpetual existence.

         SIXTH.   In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware:

         A.       The Board of Directors of the Corporation is expressly
         authorized to adopt, amend or repeal the By-Laws of the Corporation.

         B.       Elections of directors need not be by written ballot unless
         the By-Laws of the Corporation shall so provide.

         C.       The books of the Corporation may be kept at such place within
         or without the State of Delaware as the By-Laws of the Corporation may
         provide or as may be designated from time to time by the Board of
         Directors of the Corporation.



         SEVENTH. The Corporation eliminates the personal liability of each
         member of its Board of Directors to the Corporation or its stockholders
         for monetary damages for breach of fiduciary duty as a director,
         provided, however, that, to the extent provided by applicable law, the
         foregoing shall not eliminate the liability of a director (i) for any
         breach of such director's duty of loyalty to the Corporation or its
         stockholder, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of Title 8 of the Delaware Code or (iv) for any
         transaction from which such director derived an improper personal
         benefit. No amendment to or repeal of this provision shall apply to or
         have any effect on the liability or alleged liability of any director
         for or with respect to any acts or omissions of such director occurring
         prior to such amendment or repeal.

         EIGHTH.  The Corporation reserves the right to amend or repeal any
         provision contained in this Certificate of Incorporation, in the manner
         now or hereafter prescribed by statute, and all rights conferred upon a
         stockholder herein are granted subject to this reservation.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



         IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by Timothy P. Losik, Vice President, this 10th day of January, 1997.

                                    ZYCON CORPORATION

                                      /s/ Timothy P. Losik
                                    --------------------------------------------
                                    Timothy P. Losik
                                    Vice President, Treasurer and Secretary

EX-3.1.35

                                                                  EXHIBIT 3.1.35

                            CERTIFICATE OF AMENDMENT
                                       OF
                        AMENDED AND RESTATED CERTIFICATE
                                OF INCORPORATION

                                    * * * * *

                  Zycon Corporation, a corporation organized and existing under
                  and by virtue of the General Corporation Law of the State of
                  Delaware,

                  DOES HEREBY CERTIFY:

FIRST:            That the Board of Directors of said corporation, by the
                  unanimous written consent of its members, filed with the
                  minutes of the Board, adopted a resolution proposing and
                  declaring advisable the following amendment to the Amended and
                  Restated Certificate of Incorporation of said corporation:
                  RESOLVED, that the Certificate of Incorporation of Zycon
                  Corporation be amended by changing the First Article thereof
                  so that, as amended, said Article shall be and read as
                  follows:

                  "The name of the Corporation (hereinafter called the
                  'Corporation') is Hadco Santa Clara, Inc."

SECOND:           That in lieu of a meeting and vote of stockholders, the
                  stockholders have given unanimous written consent to said
                  amendment in accordance with the provisions of Section 228 of
                  the General Corporation Law of the State of Delaware.

THIRD:            That the aforesaid amendment was duly adopted in accordance
                  with the applicable provisions of Sections 242 and 228 of the
                  General Corporation Law of the State of Delaware.



         IN WITNESS WHEREOF, said Zycon Corporation has caused this certificate
to be signed by Timothy P. Losik, its Vice President, this 9th day of July,
1997.

                                           ZYCON CORPORATION

                                           By:  /s/ Timothy P. Losik
                                               ---------------------------------
                                               Timothy P. Losik
                                               Vice President

EX-3.1.36

                                                                  EXHIBIT 3.1.36

                            ARTICLES OF INCORPORATION

                                       OF

                    DEVTEK ELECTRONIC ENCLOSURES U.S.A. INC.

         Pursuant to Section 55-2-02 of the General Statutes of North Carolina,
the undersigned does hereby submit these Articles of Incorporation for the
purpose of forming a business corporation.

         1.       The name of the corporation is Devtek Electronic Enclosures
U.S.A. Inc.

         2.       The number of shares the corporation is authorized to issue is
One Hundred Thousand (100,000). These shares shall be all of one class,
designated as common stock.

         3.       The street address and county of the initial registered office
of the corporation is 3600 Glenwood Avenue, Raleigh, Wake County, North Carolina
27612.

         4.       The mailing address and the street address of the initial
registered office of the corporation are the same.

         5.       The name of the initial registered agent is Lemuel H. Gibbons,
III.

         6.       Except to the extent that the North Carolina General Statutes
prohibit such limitation or elimination of liability of directors for breaches
of duty, no director of the corporation shall have any personal liability
arising out of an action whether by or in the right of the corporation or
otherwise for monetary damages for breach of any duty as a director. No
amendment to or repeal of this article shall apply to or have any effect on the
liability or alleged liability of any director of the corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal. The provisions of this article shall not be deemed to limit
or preclude indemnification of a director by the corporation for any liability
that has not been eliminated by the provisions of this article.

         7.       The name and address of the incorporator is Spruillco, Ltd.,
3600 Glenwood Avenue, Raleigh, North Carolina 27612.



         8.       These articles will be effective upon filing.

         This the 3rd day of July, 1995.

                                       SPRUILLCO, LTD., Incorporator

                                       By:  /s/  Lemuel H. Gibbons, III
                                           -------------------------------------
                                       Lemuel H. Gibbons, III,
                                       Vice President

                                      -2-

EX-3.1.37

                                                                  EXHIBIT 3.1.37

                              ARTICLES OF AMENDMENT

                                       OF

                    DEVTEK ELECTRONIC ENCLOSURES U.S.A. INC.

         Pursuant to Section 55-10-06 of the General Statues of North Carolina,
the undersigned corporation hereby submits the following Articles of Amendment
for the purpose of amending its Articles of Incorporation.

         1.       The name of the corporation is Devtek Electronic Enclosures
U.S.A. Inc.

         2.       The Articles of Incorporation are amended as follows:

                           Article 1 is deleted in its entirety and replaced by
the following:

                           "1.      The name of the corporation is Sanmina
Enclosure Systems USA Inc."

         3.       The amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

         4.       The date of adoption of the amendment was April 7, 2000.

         5.       The amendment was approved by shareholder action, and such
shareholder approval was obtained as required by Chapter 55 of the North
Carolina General Statutes.

         6.       These articles will be effective upon filing.

This the 7th day of April, 2000.

                                      DEVTEK ELECTRONIC ENCLOSURES U.S.A. INC.

                                      By:  /s/  Randy Furr
                                          --------------------------------------
                                      Name: Randy Furr
                                      Title: Chairman of the Board of Directors

EX-3.1.38

                                                                  EXHIBIT 3.1.38

                          ARTICLES OF INCORPORATION OF

                              SCI TECHNOLOGY, INC.

                                       I.

         The name of the corporation is:

                              SCI Technology, Inc.

                                      II.

         The corporation is organized pursuant to the provisions of the Alabama
Business Corporation Act.

                                      III.

         The corporation shall have perpetual duration.

                                      IV.

         The object of the corporation is pecuniary gain and profit and the
corporation is formed for the purpose of the transaction or any or all lawful
business for which corporations may be incorporated under this act and engaging
in such other businesses as the Board of Directors may from time to time specify
by resolution.

                                       V.

         The corporation shall have authority to issue 1000 shares of $.10 par
value common stock.

                                      VI.

         The corporation shall be entitled to purchase its own shares out of its
unreserved and unrestricted earned and capital surplus available therefor.

                                      VII.

         The corporation shall be entitled to distribute a portion of its assets
to its shareholders out of capital surplus available therefor.



                                     VIII.

         The initial registered office of the corporation shall be at 5000
Technology Dr., Huntsville, Alabama 35804. The initial registered agent of the
corporation at such address shall be Harvey D. Harkness.

                                      IX.

         The initial board of directors shall consist of 3 members who shall be
and whose addresses are:

                  NAME and ADDRESS

                  Olin B. King
                  5000 Technology Dr.
                  Huntsville, Alabama 35804

                  A. Eugene Sapp
                  5000 Technology Dr.
                  Huntsville, Alabama 35804

                  Harvey D. Harkness
                  5000 Technology Dr.
                  Huntsville, Alabama 35804

                                       X.

         The name and address of the incorporator is:

                  Wayne Shortridge
                  1100 C&S National Bank Bldg.
                  35 Broad Street, N.W.
                  Atlanta, Georgia 30335

                                      XI.

         The pre-emptive right of any shareholder to acquire authorized and
unissued shares of the corporation in denied.

                                      -2-



         IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.

                                              /s/  Wayne Shortridge
                                             -----------------------------------
                                             Wayne Shortridge

THIS INSTRUMENT PREPARED BY

  /s/  [ILLEGIBLE]
- ------------------------------------

                                      -3-

EX-3.1.39

                                                                  EXHIBIT 3.1.39

[SEAL]

                      FOR USE BY DOMESTIC CORPORATION ONLY

                               STATEMENT OF CHANGE

               OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF

TO SECRETARY OF STATE OF ALABAMA:

Pursuant to the provisions of Section 10-2A-30, Code of Alabama 1975, the
undersigned corporation, organized under the laws of the State of Alabama
submits the following statement for the purpose of changing its registered
office or its registered agent, or both, in the State of Alabama.

1.       The name of the corporation is SCI TECHNOLOGY, Inc.

2.       The Address of its present registered office is

            5000 Technology Drive            Huntsville    Alabama       35805
         -----------------------------------------------------------------------
            Street Address, not P.O. Box        City        State       Zip Code

3.       The address to which its registered office is to be changed

            no change
         -----------------------------------------------------------------------
            Street Address, not P.O. Box        City        State       Zip Code

4.       The name of its present registered agent

            Harvey D. Harkness

5.       The name of its successor registered agent is

            D. Lynn Cox

6.       The address of its registered office and the address of the business
         office of its registered agent, as changed, will be identical.

         Such change was authorized by resolution duly adopted by its board of
         directors.

DATED  November 3,_____ , 1986

                                             SCI TECHNOLOGY, Inc.     (Note 1)

                                          By: /s/ D. Lynn Cox         (Note 2)
                                             -------------------------
                                               its Secretary President

STATE OF Alabama
COUNTY OF Madison

     Before me, the undersigned authority in and for said county and state,
personally appeared D. Lynn Cox, who being by me first duly sworn, doth depose
and say that he/she is the Secretary of SCI TECHNOLOGY, Inc.

                                                        (Name of Corporation)
and that the foregoing statements contained in this report are true, full and
correct.

                                            /s/ D. Lynn Cox
                                          --------------------------------------
                                                  (Signature of Officer)

     Subscribed and sworn to before mean this 26th day of March, 19 87 in
witness whereof I hereunto subscribe my name and affix the seal of my office.

                                            /s/ Eunice Betts
                                          --------------------------------------
                                                   (Notary Public)

                                          My Commission expires January 7, 1990

Note l.  Exact corporate name of corporation making the statement.

Note 2.  Signature and title of officer signing for the corporation.

MAIL ONE COPY OF THIS COMPLETED APPLICATION AND FEE OF $5.00 TO: SECRETARY OF
STATE



                                                       CORPORATION DIVISION
BUILDING                                               524 STATE OFFICE BUILDING

                                                       MONTGOMERY, AL  35130
                                                       (205) 261-5324

IF YOU HAVE ANY QUESTIONS, PLEASE CALL (205) 832-6855

                                      -2-

EX-3.1.40

                                                                  EXHIBIT 3.1.40

[SEAL]

                      FOR USE BY DOMESTIC CORPORATION ONLY

                               STATEMENT OF CHANGE

               OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH OF

                              SCI TECHNOLOGY, INC.

TO SECRETARY OF STATE OF ALABAMA:

Pursuant to the provisions of Section 10-2A-30, Code of Alabama 1975, the
undersigned corporation, organized under the laws of the State of Alabama
submits the following statement for the purpose of changing its registered
office or its registered agent, or both, in the State of Alabama.

1.       The name of the corporation is SCI Technology, Inc.

2.       The Address of its present registered office is

            2109 W. Clinton Ave              Huntsville    Alabama        35805
         -----------------------------------------------------------------------
            Street Address, not P.O. Box       City         State       Zip Code

3.       The address to which its registered office is to be changed
         -----------------------------------------------------------------------
            Street Address, not P.O. Box       City         State      Zip Code

4.       The name of its present registered agent

            D. Lynn Cox

5.       The name of its successor registered agent is

              Michael M. Sullivan

6.       The address of its registered office and the address of the business
         office of its registered agent, as changed, will be identical.

         Such change was authorized by resolution duly adopted by its board of
         directors.

DATED  January 18,______, 1990

                                         SCI Technology, Inc.           (Note 1)

                                      By: /s/ A. Eugene Sapp, Jr.       (Note 2)
                                          ------------------------------
                                                its __________ President
STATE OF Alabama                          A. Eugene Sapp, Jr.
COUNTY OF Madison

     Before me, the undersigned authority in and for said county and state,
personally appeared Michael M. Sullivan, who being by me first duly sworn, doth
depose and say that he/she is the Secretary of SCI Technology, Inc.

                                                           (Name of Corporation)
and that the foregoing statements contained in this report are true, full and
correct.

                                          /s/ Michael M. Sullivan
                                        ----------------------------------------
                                                      (Signature of Officer)
                                        Michael M. Sullivan

     Subscribed and sworn to before mean this 18th day of January, 1990 in
witness whereof I hereunto subscribe my name and affix the seal of my office.
                                          /s/ Carol M. Broussard
                                        ----------------------------------------
                                                             (Notary Public)
                                        My Commission expires November 3, 1993

Note l.  Exact corporate name of corporation making the statement.
Note 2.  Signature and title of officer signing for the corporation.



Mail one copy of this completed application and fee of $5.00 to:
                                                       Secretary of State
                                                       Corporation Division
                                                       524 State Office Building
                                                       Montgomery, AL  35130
                                                       (205) 261-5324

                                      -2-

EX-3.1.41

                                                                  EXHIBIT 3.1.41

                               ARTICLES OF MERGER
                                       OF
                           SCI SYSTEMS COLORADO, INC.
                                  WITH AND INTO
                              SCI TECHNOLOGY, INC.

         Pursuant to Section 10-2B-11.05 of the Alabama Business Corporation
Act, the undersigned corporation adopts the following Articles of Merger:

         FIRST: The names of the merging corporations are SCI Technology, Inc.
(the "Parent"), a corporation organized under the laws of the State of Alabama,
and SCI Systems Colorado, Inc. (the "Subsidiary"), a corporation organized under
the laws of the State of Colorado and a wholly-owned subsidiary of the Parent.
The Parent and Subsidiary wish to merge. The surviving corporation shall be the
Parent and such corporation shall be governed by the laws of the State of
Alabama.

         SECOND: Annexed hereto as Exhibit A and made a part hereof is the
Agreement and Plan of Merger for merging the Subsidiary with and into the
Parent, as adopted by unanimous written consent action of the Board of Directors
of Parent.

         THIRD: Neither shareholder approval of Parent nor shareholder approval
of Subsidiary was required.

         FOURTH: The Articles of Incorporation of Parent are filed in Madison
County, Alabama.

         SIXTH: The merger shall be effective at 5:00 p.m., CDT, on June
30,1998.

                  (Remainder of page left intentionally blank)



         IN WITNESS WHEREOF, the Parent has executed these Articles of Merger
this 19th day of June, 1998.

                                        SCI TECHNOLOGY, INC..

                                        By:   /s/  Michael M. Sullivan
                 ------------------------------------
                                        Name: Michael M. Sullivan
                                        Title: Secretary



                                    EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger") is adopted for
SCI Systems Colorado, Inc. (the "Subsidiary"), a business corporation organized
under the laws of the State of Colorado, and SCI Technology, Inc. (the
"Parent"), a business corporation organized under the laws of the State of
Alabama.

         1.       SCI Systems Colorado, Inc. (sometimes referred to herein as
the "Terminating Corporation") shall, pursuant to the provisions of the Alabama
Business Corporation Act and the Colorado Business Corporation Act, be merged
with and into SCI Technology, Inc., which shall be the surviving corporation at
the effective time and date of the merger (sometimes hereinafter referred to as
the "Surviving Corporation"). The Surviving Corporation shall continue to exist
under the name "SCI Technology, Inc." The separate existence of SCI Systems
Colorado. Inc. shall cease at the effective time and date of the merger in
accordance with the respective provisions of the Alabama Business Corporation
Act and the Colorado Business Corporation Act.

         2.       The Articles of Incorporation of SCI Technology, Inc. at the
effective time and date of the merger shall be the Articles of Incorporation of
the Surviving Corporation

         3.       The Bylaws of SCI Technology, Inc. at the effective time and
date of the merger will continue in full force and effect as the Bylaws of the
Surviving Corporation.

         4.       The directors and officers in office of the Surviving
Corporation at the effective time and date of the merger shall be the directors
and officers of the Surviving Corporation.

         5.       Upon the Effective Date (as hereinafter defined), each share
of the stock of the Terminating Corporation issued and outstanding immediately
prior to the Effective Date of the merger shall be automatically and without
further action cancelled and retired. Each share of the stock of the Surviving
Corporation issued and outstanding immediately prior to the Effective Date of
the merger shall remain outstanding.

         6.       The Board of Directors and the proper officers of the
Terminating Corporation and the Board of Directors and the proper officers of
the Surviving Corporation, respectively, are hereby authorized, empowered, and
directed to do any and all acts and things, and to make, execute, deliver, file,
and/or record any and all instruments, papers, and documents which shall be or
become necessary, proper, or convenient to carry out or put into effect any of
the provisions of this Plan of Merger or of the merger described herein.

         7.       The merger of the Surviving Corporation and the Terminating
Corporation shall be effective at 5:00 p.m., CDT, on June 30, 1998, or such
other date and time as the Board of Directors of the Surviving Corporation and
the Terminating Corporation, respectively, shall determine (the "Effective
Date").



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Merger this 19th day of June, 1998.

                                        SCI SYSTEMS COLORADO, INC

                                        By:    /s/  Michael M. Sullivan
                                            ------------------------------------

                                        Name: Michael M. Sullivan

                                        Title: Secretary________________________

                                        SCI TECHNOLOGY, INC.

                                        By:    /s/  Michael M. Sullivan
                                            ------------------------------------

                                        Name:  Michael M. Sullivan

                                        Title: Secretary________________________

                                      -2-

EX-3.1.42

                                                                  EXHIBIT 3.1.42

                               ARTICLES OF MERGER
                                     OF AWI,
                  COLORADO MANUFACTURING TECHNOLOGY, INC., AND
                             SCI MANUFACTURING, INC
                                  WITH AND INTO
                             SCI TECHNOLOGY, INC. 1.

                                       I.

         The Agreement and Plan of Merger attached hereto an Exhibit A (the
"Plan"), under which AWI, a California corporation; Colorado Manufacturing
Technology, Inc. ("CMT"), a Colorado corporation; and SCI Manufacturing, Inc.
("SCI Manufacturing"), an Alabama corporation, (collectively, the "Merging
Corporations") shall merge with and into SCI Technology, Inc. ("SCI
Technology"), an Alabama corporation, (collectively, the Merging Corporations
and SCI Technology are referred to herein as the "Constituent Corporations")
with SCI Technology to be the surviving corporation of the merger and to operate
under the corporate name "SCI Technology, Inc.," was duly approved by unanimous
written consent of the Boards of Directors of the Constituent Corporations on
January 30, 1990.

                                      II.

         All Four Million Nine Hundred Fifty-Two Thousand Four Hundred and
Eighty-Two (4,952,482) outstanding common shares and Five Million Three Hundred
Ninety-Eight Thousand (5,398,000) outstanding preferred shares of AWI, Two
Million Sixty-Two Thousand One Hundred and Twenty-Five (2,062,125) outstanding
shares of CMT, One Thousand (1,000) outstanding shares of SCI Manufacturing and
One Thousand (1,000) outstanding shares of SCI Technology were entitled to vote
on the Plan and duly approved the Plan by unanimous written consent on January
30, 1990.

                                      III.

         The Articles of Incorporation for each Alabama corporation which is a
party to this merger are filed in the respective counties listed below.

              CORPORATION                          COUNTY
         ---------------------                    ---------
           SCI Manufacturing                       Madison
           SCI Technology                          Madison

                                      IV.

         The merger shall be effective in the State of Alabama as of the time of
delivery to the Secretary of State of Alabama of these Articles of Merger so
certified and upon the issuance by the Secretary of State of Alabama of a
certificate of merger (the "Effective Date"). The merger shall be effective in
the State of California as of the Effective Date upon the delivery of a
counterpart



original of such Articles of Merger to the Office of the Secretary of State of
California for filing. The merger shall be effective in the State of Colorado as
of the Effective Date upon the delivery of a counterpart original of such
Articles of Merger to the Office of Secretary of State of Colorado for filing.
Each merger of a Merging Corporation with and into SCI Technology shall be
deemed a separate transaction and deemed effective as to each Constituent
Corporation as of the Effective Date in the state of incorporation of such
Constituent Corporation, regardless of the consummation of any of the other
transactions or the Effective Date as to any other Constituent Corporation.

         IN WITNESS WHEREOF, the Constituent Corporations have caused these
Articles of Merger to be executed by their duly authorized officers and their
corporate seals affixed hereto, this 30th day of January, 1990.

                                        AWI

                                        By: /s/  Olin B. King
                                            ------------------------------------
                                            Olin B. King, President

                                        By: /s/  Michael M. Sullivan
                                            ------------------------------------
                                            Michael M. Sullivan, Secretary

Attest:  /s/  James R. Daniel
        -----------------------------
         James R. Daniel
         Treasurer

         [CORPORATE SEAL]

                       [SIGNATURES CONTINUED ON NEXT PAGE]

                                      -2-



                                        COLORADO MANUFACTURING
                                         TECHNOLOGY, INC.

                                        By:  /s/  A. Eugene Sapp, Jr.
                                            ------------------------------------
                                             A. Eugene Sapp, Jr., President

                                        By:  /s/  Michael M. Sullivan
                                            ------------------------------------
                                             Michael M. Sullivan, Secretary

Attest:   /s/  James R. Daniel
        -----------------------------
         James R. Daniel
         Treasurer

         [CORPORATE SEAL]

                                        SCI MANUFACTURING, INC.

                                        By:  /s/  A. Eugene Sapp, Jr.
                                            ------------------------------------
                                             A. Eugene Sapp, Jr., President

                                        By:  /s/  Michael M. Sullivan
                                            ------------------------------------
                                             Michael M. Sullivan, Secretary

Attest:  /s/  James R. Daniel
        ----------------------------
        James R. Daniel
        Treasurer

        [CORPORATE SEAL]

                                      -3-



                       [SIGNATURES CONTINUED ON NEXT PAGE]

                                        SCI TECHNOLOGY, INC.

                                        By:  /s/  A. Eugene Sapp, Jr.
                                            ------------------------------------
                                             A. Eugene Sapp, Jr., President

                                        By:  /s/  Michael M. Sullivan
                                            ------------------------------------
                                             Michael M. Sullivan, Secretary

Attest:  /s/  James R. Daniel
        ----------------------------
        James R. Daniel
        Treasurer

        [CORPORATE SEAL]

                                      -4-



                                    EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER is entered into as of this 30th day
of January, 1990 (the "Agreement"), between AWI, a California corporation;
COLORADO MANUFACTURING TECHNOLOGY, INC. ("CMT"), a Colorado corporation; SCI
MANUFACTURING, INC. ("SCI Manufacturing"), an Alabama corporation (collectively
the "Merging Corporations"), and SCI TECHNOLOGY, INC., an Alabama corporation
(the "Surviving Corporation"). The Merging Corporations and the Surviving
Corporation are hereinafter sometimes referred to collectively as the
"Constituent Corporations."

                               W I T N E S S E T H

         WHEREAS, AWI, a duly organized and validly existing corporation under
the laws of the State of California, is a wholly owned subsidiary of SCI
Manufacturing; and

         WHEREAS, CMT, a duly organized and validly existing corporation under
the laws of the State of Colorado, is a wholly owned subsidiary of SCI
Manufacturing; and

         WHEREAS, SCI Manufacturing, a duly organized and validly existing
corporation under the laws of the State of Alabama, is a wholly owned subsidiary
of SCI Systems (Alabama), Inc. ("SCI Alabama"); and

         WHEREAS, SCI Technology, a duly organized and validly existing
corporation under the laws of the State Alabama, is a wholly owned subsidiary of
SCI Alabama; and

         WHEREAS, the Boards of Directors of each of the Constituent
Corporations deem it advisable and for the benefit of each of the Constituent
Corporations and their respective shareholders that the Merging Corporations
merge with and into the Surviving Corporation, with the Surviving Corporation to
be the surviving corporation of the merger as an Alabama corporation and to
continue the business of the Constituent Corporations after the merger is
effective under the name "SCI Technology, Inc."; and

         WHEREAS, the Boards of Directors of each of the Constituent
Corporations and the shareholders of the Merging Corporations have approved this
Agreement and the merger contemplated herein, pursuant to Sections 10-2A-140,
10-2A-142, 10-2A-66 and 10-2A-56 of the Alabama Business Corporation Act;
Sections 7-7-101, 7-7-103, 7-5-108(3) and 7-4-122(1) of the Colorado Corporation
Code; and Sections 1101, 1201, 1202, 307(b) and 603(a) of the California General
Corporation Law;

         NOW, THEREFORE, for and in consideration of the above premises and of
the mutual agreements and covenants hereinafter contained, it is hereby agreed
by the parties hereto, subject to the conditions hereinafter not forth, that the
Merging Corporations be merged with and into the



Surviving Corporation, the corporate existence of which shall be continued as an
Alabama corporation under the name of "SCI Technology, Inc." and thereafter, the
individual existence of the Merging Corporations shall cease. Further, the terms
and conditions of the merger hereby agreed upon and the mode of carrying the
same into effect and the manner of dealing with the shares of each of the
Constituent Corporations are as follows:

                                       1.

         The designation and number of outstanding shares of each class and
series of stock for each of the Constituent Corporations are as follows:

         (a)      The Merging Corporations:

                  (i)      AWI has authorized capital consisting of Twelve
                  Million (12,000,000) shares of no par value common stock, of
                  which Four Million Nine Hundred Fifty-Two Thousand Four
                  Hundred and Eighty-Two (4,952,482) shares are outstanding and
                  held by SCI Manufacturing, and Six Million (6,000,000) shares
                  of preferred stock of which Five Million Three Hundred
                  Ninety-Eight Thousand (5,398,000) shares are outstanding and
                  held by SCI Manufacturing.

                  (ii)     CMT has authorized capital consisting of Ten Million
                  (10,000,000) shares of no par value common stock, of which Two
                  Million Sixty-Two Thousand One Hundred and Twenty-Five
                  (2,062,125) shares are outstanding and held by SCI
                  Manufacturing.

                  (iii)    SCI Manufacturing has authorized capital consisting
                  of One Thousand (1,000) shares of ten cent ($0.10) par value
                  common stock, of which One Thousand (1,000) shares are
                  outstanding and held by SCI Alabama.

         (b)      The Surviving Corporation has authorized capital consisting of
One Thousand (1,000) shares of ten cent ($0.10) par value common stock, of which
One Thousand (1,000) shares are outstanding and held by SCI Alabama.

                                       2.

         The merger herein contemplated shall be effective in the State of
Alabama as of the time and date of filing of the Articles of Merger, to which
this Agreement shall be attached as an exhibit and incorporated by reference
therein, with the office of the Secretary of State of Alabama, and upon issuance
of a certificate of merger by the Secretary of State of Alabama (the "Effective
Date"); it shall be effective in the State of California as of the Effective
Date upon the delivery of a counterpart original of such Articles of Merger to
the Office of the Secretary of State of California for filing; and it shall be
effective in the State of Colorado as of the Effective Date upon the delivery of
a counterpart original of such Articles of Merger to the Office of the Secretary
of State of Colorado for

                                      -2-



filing. Each merger of a Merging Corporation with and into the Surviving
Corporation shall be deemed a separate transaction and deemed effective as to
each Constituent Corporation as of the Effective Date in the state of
incorporation of such Constituent Corporation, regardless of the consummation of
any of the other transactions or the Effective Date as to any other Constituent
Corporation.

                                       3.

         The Articles of Incorporation of the Surviving Corporation shall remain
unchanged by the merger contemplated herein.

                                       4.

         From and after the Effective Date, the Articles of Incorporation of the
Merging Corporations shall be deemed repealed and the Articles of Incorporation
of the Surviving Corporation shall continue in effect until the same shall be
altered, amended or repealed as therein provided or as provided by law.

                                       5.

         From and after the Effective Date, the By-Laws of the Merging
Corporations shall be deemed repealed and the By-Laws of the Surviving
Corporation shall continue in effect until the same shall be altered, amended or
repealed as therein provided or an provided by law.

                                       6.

         Upon the Effective Date, the directors and officers of the Surviving
Corporation shall be as follows:

                                    DIRECTORS

                                  Olin B. King
                                A. Eugene Sapp, Jr.
                                 James R. Daniel

                  Name of Officer                       Office

                 A. Eugene Sapp, Jr.               President
                 James R. Daniel                   Treasurer
                 Michael M. Sullivan               Secretary
                 Wayne Shortridge                  Assistant Secretary

Said persons shall hold office until the next annual meeting of the shareholders
and directors of the Surviving Corporation and until their respective successors
are elected or appointed in accordance with the By-Laws of the Surviving
Corporation.

                                      -3-



                                       7.

         Upon the Effective Date, all of the assets and liabilities of AWI, CMT
and SCI Manufacturing shall be transferred to the Surviving Corporation in
exchange for the cancellation of all of the outstanding shares of the common and
preferred stock of AWI and CMT held by SCI Manufacturing and all of the
outstanding shares of the common stock of SCI manufacturing held by SCI Alabama.

                                       8.

         Upon the Effective Date, the separate existence of the Merging
Corporations shall cease, and in accordance with the terms of this Agreement,
the Surviving Corporation shall possess all the rights, privileges, immunities,
purposes and franchises, of a public as well as of a private nature, of the
Merging Corporations, and all property, real, personal and mixed, tangible and
intangible, all debts due on whatever account, and all other chosen in action
and all and every other interest of or belonging to or due to the Merging
Corporations shall be taken and deemed to be transferred to and vented in the
Surviving Corporation without further act or deed; and all property, rights and
privileges, powers and franchises and all and every other interest shall be
thereafter as effectively the property of the Surviving Corporation as they were
of the Merging Corporations. The Surviving Corporation shall thenceforth be
responsible and liable for all the liabilities and obligations of the Merging
Corporations, and any claim existing or action or proceeding pending may be
prosecuted as if the merger had not taken place, or the Surviving Corporation
may be substituted in its place. Neither the rights of creditors nor any liens
upon the property of the Merging Corporations shall be impaired by the merger.

                                       9.

         If at any time the Surviving Corporation shall consider or be advised
that any further assignments or assurances in law or any things are necessary or
desirable to vest in said corporation, according to the terms hereof, the title
to any property or rights of the Merging Corporations, the proper officers and
directors of the Merging Corporations shall and will execute and make all such
proper assignments and assurances and do all things necessary or proper to vest
title in such property or rights in the Surviving Corporation, and otherwise to
carry out the purposes of this Agreement.

                                      10.

         With respect to all leases and other agreements, instruments or
obligations under which any of the Constituent Corporations are obligated to
obtain a consent prior to the merger herein contemplated or in order to comply
with the conditions thereof, or to vest the respective interest herein in the
Surviving Corporation, the Constituent Corporations shall each exercise all
reasonable efforts to obtain such consent prior to the Effective Date.

                                      -4-



                                      11.

         From the date of this Agreement until the Effective Date or until the
abandonment of the merger pursuant to the provisions hereof, the Constituent
Corporations shall continue to conduct their respective businesses in the
ordinary course and none of the Constituent Corporations shall, without the
prior written consent of the others, engage in any transaction or incur any
obligations except in the ordinary course of business or as otherwise authorized
by this Agreement.

                                      12.

         Anything herein to the contrary notwithstanding, this Agreement may be
terminated and abandoned at any time prior to the filing of the Articles of
Merger by mutual consent of the Boards of Directors of all of the Constituent
Corporations, expressed in an instrument in writing signed on behalf of each by
its President and its Secretary.

                                      13.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall be
deemed one and the same Agreement.

                                      -5-



         IN WITNESS WHEREOF, the Constituent Corporations have caused this
Agreement to be executed on their respective behalf and the foregoing attested
by their respective duly authorized officers, as of the date hereinabove first
written.

                                           SURVIVING CORPORATION:

                                           SCI TECHNOLOGY, INC.

                                           By:  /s/  A. Eugene Sapp, Jr.
                                               ---------------------------------
                                                A. Eugene Sapp, Jr., President

Attest: /s/  Michael M. Sullivan
        -------------------------------
        Michael M. Sullivan, Secretary

        [CORPORATE SEAL]

                                           MERGING CORPORATIONS

                                           AWI

                                           By:  /s/  Olin B. King
                                               ---------------------------------
                                                Olin B. King, President

Attest: /s/  Michael M. Sullivan
        ------------------------------
        Michael M. Sullivan, Secretary

        [CORPORATE SEAL]

                        [SIGNATURES CONTINUED NEXT PAGE]

                                      -6-



                                           COLORADO MANUFACTURING,
                                            TECHNOLOGY, INC.:

                                           By:  /s/  A. Eugene Sapp, Jr.
                                               ---------------------------------
                                                A. Eugene Sapp, Jr., President

Attest: /s/  Michael M. Sullivan
        -------------------------------
        Michael M. Sullivan, Secretary

        [CORPORATE SEAL]

                                           SCI MANUFACTURING, INC.

                                           By:  /s/  A. Eugene Sapp, Jr.
                                               ---------------------------------
                                                A. Eugene Sapp, Jr., President

Attest: /s/  Michael M. Sullivan
        -------------------------------
        Michael M. Sullivan, Secretary

        [CORPORATE SEAL]

                                      -7-

EX-3.1.43

                                                                  EXHIBIT 3.1.43

                              ARTICLES OF MERGER OF
                             SCI/EOG HOLDINGS, INC.
                            (A DELAWARE CORPORATION)
                                  WITH AND INTO
                              SCI TECHNOLOGY, INC.
                             (A ALABAMA CORPORATION)

         Pursuant to the provisions of Section 10-2B- 11.05 of the Alabama
Business Corporation Act, the undersigned corporations adopt the following
Articles of Merger.

         1.       An Agreement and Plan of Merger (the "Plan of Merger") has
                  been adopted in accordance with the provisions of 10-2B-11.03
                  of the Alabama Business Corporation Act providing for the
                  merger of SCI/EOG Holdings, Inc. with and into SCI Technology,
                  Inc. (the "Merger"). A copy of the Agreement and Plan of
                  Merger is attached hereto as Exhibit A.

         2.       The name and state of domicile of the constituent corporations
                  are as follows:

                  (a)      SCI/EOG Holdings, Inc., a Delaware corporation
                           ("Holdings"); and

                  (b)      SCI Technology, Inc., an Alabama corporation ("SCI
                           Technology").

         3.       The Agreement and Plan of Merger was duly authorized and
                  approved by the directors and the sole shareholder of Holdings
                  pursuant to Section 251 of the Delaware General Corporation
                  Law. All 2,324,711 shares of SCI/EOG Holdings, Inc. presently
                  issued and outstanding voted to approve the Plan of Merger

         4.       The Agreement and Plan of Merger was duly authorized and
                  approved by the directors and sole shareholder of SCI
                  Technology pursuant to Section 10-2B-11.03 of the Alabama
                  Business Corporation Act. All 1,000 shares of SCI Technology
                  presently issued and outstanding voted to approve the Plan of
                  Merger.

         5.       SCI Technology will be the entity surviving the Merger (the
                  "Surviving Corporation"), and the Articles of Incorporation of
                  SCI Technology, as filed with the Secretary of State of
                  Alabama, will be the Articles of Incorporation of SCI
                  Technology following the Merger.

         6.       The Articles of Incorporation of SCI Technology, Inc. are
                  filed in Madison County, Alabama.

         7.       The Merger shall be effective an June 30, 2001, at 11:59 p.m.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



         IN WITNESS WHEREOF, the Surviving Corporation has executed these
Articles of Merger this ___ day of June, 2001.

                                           SCI TECHNOLOGY, INC.
                                           (Surviving Corporation)

                                           By:  /s/  Michael M. Sullivan
                                               ---------------------------------

                                           Name: Michael M. Sullivan

                                           Title: General Counsel & Secretary

                                      -2-



                                    EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER



                          AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger") dated as of
June 15, 2001, is by and between SCI TECHNOLOGY, INC., an Alabama corporation,
and each of SCI/EOG Holdings, Inc., a Delaware Corporation, and EOG Holdings,
Inc., a Delaware corporation (collectively, the "Constituent Entities").

                               STATEMENT OF FACTS

         The Board of Directors and sole shareholder of each of the Constituent
Entities have determined that it is advisable, and for the benefit of each of
SCI/EOG Holdings, Inc. and EOG, Inc. to merge with and into SCI TECHNOLOGY, INC.
on the terms and conditions hereinafter set forth, and by resolutions duly
adopted have approved the terms and conditions of this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Constituent Entities agree as
follows:

         1.       Each of SCI/EOG Holdings, Inc. and EOG, Inc. (sometimes
referred to herein as the "Terminating Corporations") shall be merged with and
into SCI TECHNOLOGY, INC, an Alabama corporation (sometimes referred to herein
as the "Surviving Corporation"), in accordance with the provisions of the
applicable statutes of the states of Delaware and Alabama, (the "Merger"). Upon
the consummation of the Merger, the separate existence of the Terminating
Corporations shall cease and the Surviving Corporation shall continue to exist
and shall be the surviving corporation.

         2.       The Articles of Incorporation, Bylaws, directors and officers
of SCI Technology, Inc. prior to the effective time and date of the Merger shall
be the Articles of Incorporation, Bylaws, Directors and officers of the
Surviving Corporation, without amendment.

         3.       At the Effective Time (as defined below), each share of stock
of the Terminating Corporations issued and outstanding immediately prior to the
Effective Time shall be automatically and without further action cancelled and
retired without consideration. Each share of stock held in the Surviving
Corporation issued and outstanding immediately prior to the Effective Time shall
remain issued and outstanding.

         4.       The directors and the proper officers of each of the
Constituent Entities are hereby authorized, empowered and directed to do any and
all acts and things and to make, execute, deliver, file and record any and all
instruments, papers and documents necessary, proper or convenient to carry out
the Merger (including, without limitation, filing a description or plan of
merger or resolutions adopting the same in any form whatsoever. so long as such
document filed is not inconsistent with this Plan of Merger).



         5.       The merger of the Terminating Corporations and the Surviving
Corporation shall be effective upon the filing of the articles of merger and/or
certificates of merger necessary to effect the Merger, or such other date and
time as may be specified therein, or such other date and time as the directors
and proper officers of the Terminating Corporations and the Surviving
Corporation may determine (the "Effective Time").

                [Remainder of this page intentionally left blank]

                                      -2-



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

                                           SURVIVING ENTITY:

                                           SCI TECHNOLOGY, INC.

                                           By:  /s/  Michael M. Sullivan
                                               ---------------------------------
                                           Name: Michael M. Sullivan
                                           Title: General Counsel & Secretary

                                           TERMINATING CORPORATIONS:

                                           SCI/EOG HOLDINGS, INC.

                                           By:  /s/  Michael M. Sullivan
                                               ---------------------------------
                                           Name: Michael M. Sullivan
                                           Title: General Counsel & Secretary

                                           EOG, INC.

                                           By:   /s/  Michael M. Sullivan
                                               ---------------------------------
                                           Name: Michael M. Sullivan
                                           Title: General Counsel & Secretary

EX-3.1.44

                                                                  EXHIBIT 3.1.44

                              ARTICLES OF MERGER OF
                                    EOG, INC.
                            (A DELAWARE CORPORATION)
                                  WITH AND INTO
                              SCI TECHNOLOGY, INC.
                             (A ALABAMA CORPORATION)

         Pursuant to the provisions of Section 10-2B-11.05 of the Alabama
Business Corporation Act, the undersigned corporations adopt the following
Articles of Merger.

         1.       An Agreement and Plan of Merger (the "Plan of Merger") has
                  been adopted in accordance with the provisions of 10-2B-11.03
                  of the Alabama Business Corporation Act providing for the
                  merger of EOG, Inc. with and into SCI Technology, Inc. (the
                  "Merger"). A copy of the Agreement and Plan of Merger is
                  attached hereto as Exhibit A.

         2.       The name and state of domicile of the constituent corporations
                  are as follows:

                  (a)      EOG, Inc., a Delaware corporation ("EOG") and

                  (b)      SCI Technology, Inc., an Alabama corporation ("SCI
                           Technology").

         3.       The Agreement and Plan of Merger was duly authorized and
                  approved by the directors and the sole shareholder of EOG
                  pursuant to Section 251 of the Delaware General Corporation
                  Law. All 1,000 shares of EOG presently issued and outstanding
                  voted to approve the Plan of Merger.

         4.       The Agreement and Plan of Merger was duly authorized and
                  approved by the directors and sole shareholder of SCI
                  Technology pursuant to Section 10-2B-11.03 of the Alabama
                  Business Corporation Act. All 1,000 shares of SCI Technology
                  presently issued and outstanding voted to approve the Plan of
                  Merger.

         5.       SCI Technology will be the entity surviving the Merger (the
                  "Surviving Corporation"), and the Articles of Incorporation of
                  SCI Technology, as filed with the Secretary of State of
                  Alabama, will be the Articles of Incorporation of SCI
                  Technology following the Merger.

         6.       The Articles of Incorporation of SCI Technology, Inc. are
                  filed in Madison County, Alabama.

         7.       The Merger shall be effective on June 30, 2001, at 11:59 p.m.

                   [REMAINDER OF PAGE INTENTIONAL LEFT BLANK]



                                    EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER



                          AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER (the "Plan of Merger"), dated as of
June 15, 2001, is by and between SCI TECHNOLOGY, INC., an Alabama corporation,
and each of SCI/EOG Holdings, Inc., a Delaware corporation, and EOG Holdings,
Inc., a Delaware corporation (collectively, the "Constituent Entities").

                               STATEMENT OF FACTS

         The Board of Directors and sole shareholder of each of the Constituent
Entities have determined that it is advisable, and for the benefit of each of
SCI/EOG Holdings, Inc. and EOG, Inc. to merge with and into SCI TECHNOLOGY, INC.
on the terms and conditions hereinafter set forth, and by resolutions duly
adopted have approved the terms and conditions of this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Constituent Entities agree as
follows:

         1.       Each of SCI/EOG Holdings, Inc. and EOG, Inc. (sometimes
referred to herein as the "Terminating Corporations") shall be merged with and
into SCI TECHNOLOGY, INC., an Alabama corporation (sometimes referred to herein
as the "Surviving Corporation"), in accordance with the provisions of the
applicable statutes of the states of Delaware and Alabama, (the "Merger"). Upon
the consummation of the Merger, the separate existence of the Terminating
Corporations shall cease and the Surviving Corporation shall continue to exist
and shall be the surviving corporation.

         2.       The Articles of Incorporation, Bylaws, directors and officers
of SCI Technology, Inc. prior to the effective time and date of the Merger shall
be the Articles of Incorporation, Bylaws, Directors and officers of the
Surviving Corporation, without amendment.

         3.       At the Effective Time (as defined below), each share of stock
of the Terminating Corporations issued and outstanding immediately prior to the
Effective Time shall be automatically and without further action cancelled and
retired without consideration. Each share of stock held in the Surviving
Corporation issued and outstanding immediately prior to the Effective Time shall
remain issued and outstanding.

         4.       The directors and the proper officers of each of the
Constituent Entities are hereby authorized, empowered and directed to do any and
all acts and things, and to make, execute, deliver, file and record any and all
instruments, papers and documents necessary, proper or convenient to carry out
the Merger (including, without limitation, filing a description or plan of
merger or resolutions adopting the same in any form whatsoever, so long as such
document filed is not inconsistent with this Plan of Merger).



         5.       The merger of the Terminating Corporations and the Surviving
Corporation shall be effective upon the filing of the articles of merger and/or
certificates of merger necessary to effect the Merger, or such other date and
time as may be specified therein, or such other date and time as the directors
and proper officers of the Terminating Corporations and the Surviving
Corporation may determine (the "Effective Time").

               [Remainder of this page intentionally left blank.]

                                      -2-



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

                                           SURVIVING ENTITY:

                                           SCI TECHNOLOGY, INC.

                                           By:  /s/  Michael M. Sullivan
                                               ---------------------------------
                                           Name: Michael M. Sullivan
                                           Title: General Counsel & Secretary

                                           TERMINATING CORPORATIONS:

                                           SCI/EOG HOLDINGS, INC.

                                           By:  /s/  Michael M. Sullivan
                                               ---------------------------------
                                           Name: Michael M. Sullivan
                                           Title: General Counsel & Secretary

                                           EOG, INC.

                                           By:  /s/  Michael M. Sullivan
                                               ---------------------------------
                                           Name: Michael M. Sullivan
                                           Title: General Counsel & Secretary



         IN WITNESS WHEREOF, the Surviving Corporation has executed these
Articles of Merger this ____ day of June, 2001.

                                           SCI TECHNOLOGY, INC.
                                           (SURVIVING CORPORATION)

                                           By:  /s/  Michael M. Sullivan
                                               ---------------------------------
                                           Name: Michael M. Sullivan
                                           Title: General Counsel & Secretary

                                      -2-

EX-3.1.45

                                                                  EXHIBIT 3.1.45

                              AMENDED AND RESTATED

                          ARTICLES OF INCORPORATION OF

                          INTERWORKS COMPUTER PRODUCTS

         Walter Boileau and Michael Sullivan certify that:

         (i)      They are the Vice President, Treasurer and Secretary of
Interworks Computer Products, a California corporation (the "Corporation").

         (ii)     The Articles of Incorporation of the Corporation are hereby
amended and restated in full to read in their entirety as set forth in EXHIBIT A
attached hereto and incorporated by reference as if fully set forth herein.

         (iii)    Said Amended and Restated Articles of Incorporation have been
duly approved by the Board of Directors of this Corporation.

         (iv)     Said Amended and Restated Articles of Incorporation have been
duly approved by the required vote of the shareholders of the Corporation
entitled to vote in accordance with the Articles of Incorporation of this
Corporation and Sections 902 and 903 of the California Corporations Code. The
total number of shares entitled to vote with respect to the foregoing Amended
and Restated Articles of Incorporation was 1,000 shares of Common Stock. The
number of shares voting in favor of the Amended and Restated Articles of
Incorporation equaled or exceeded the vote required. The percentage vote
required was more than 50% of the outstanding shares of Common Stock.

         The undersigned declare under penalty of perjury that the matters set
forth in this certificate are true and correct of their own knowledge.

Date: December 17, 2002                    /s/ Walter Boileau
San Jose, California                       -------------------------------------
                                           Walter Boileau
                                           Vice President, Treasurer

                                           /s/ Michael Sullivan
                                           -------------------------------------
                                           Michael Sullivan
                                           Secretary



                                    EXHIBIT A

                                    ARTICLE I

         The name of the corporation is Interworks Computer Products.

                                   ARTICLE II

         The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                  ARTICLE III

         The corporation is authorized to issue one class of stock to be
designated "Common Stock" The total number of shares of Common Stock the
corporation shall have authority to issue is One Thousand (1,000).

                                   ARTICLE IV

         1.       Limitation of Directors' Liability. The liability of the
directors of this Corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.

         2.       Indemnification of Corporate Agents. This Corporation is
authorized to provide indemnification of agents (as defined in Section 317 of
the California Corporations Code) through bylaw provisions, agreements with
agents, votes of shareholders or disinterested directors or otherwise, in excess
of the indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject only to the applicable limits set forth in Sectio 204
of the California Corporations Code with respect to actions for breach of duty
to this Corporation and its shareholders.

         3.       Repeal or Modification. Any amendment, repeal or modification
of the foregoing provisions of this Article IV shall not adversely affect any
right of indemnification or limitation of liability of an agent of this
Corporation relating to acts or omissions occurring prior to such amendment,
repeal or modification.

EX-3.1.46

                                                                  EXHIBIT 3.1.46

                            CERTIFICATE OF FORMATION

                                       OF

                             SANMINA GENERAL, L.L.C.

         FIRST:   The name of the limited liability company formed hereby is:

                                           Sanmina General, L.L.C.

         SECOND:  The address of the company's registered office in the State of
Delaware is: The Corporation Trust Company, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the company's registered agent at
such address is The Corporation Trust Company.

         THIRD:   The purpose of the company is to engage in any lawful act of
activity for which a limited liability company may be organized under the
Delaware Limited Liability Company Act.

         FOURTH:  The company shall be managed by its members in accordance with
the terms of its limited liability company agreement.

         FIFTH:   No member of the company shall be obligated personally for any
debt, obligation or liability of the company solely by reason of being a member
of the company. The failure to observe any formalities relating to the business
or affairs of the company shall not be grounds for imposing personal liability
on any member for the debts, obligations or liabilities of the company.

         SIXTH:   The company reserves the right to amend or repeal any
provision contained herein in the manner now or hereafter prescribed by law and
in the company's limited liability company agreement.

         THE UNDERSIGNED, as an authorized person, hereby executes this
Certificate of Formation for the purpose of forming a limited liability company
under the Act (6 Del.C. Section 18-101 et seq.) The undersigned hereby declares
that to the best of the undersigned's knowledge and belief, the facts stated
above are true, and accordingly executes this Certificate of Formation as of
December 30, 1999.

                                           /s/  Elizabeth D. Jordan
                                           -------------------------------------
                                           Elizabeth D. Jordan,
                                           Authorized Person

EX-3.1.47

                                                                  EXHIBIT 3.1.47

                            CERTIFICATE OF FORMATION

                                       OF

                             SANMINA LIMITED, L.L.C.

         FIRST:   The name of the limited liability company formed hereby is:

                                    Sanmina Limited, L.L.C.

         SECOND:  The address of the company's registered office in the State of
Delaware is: The Corporation Trust Company, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the company's registered agent at
such address is The Corporation Trust Company.

         THIRD:   The purpose of the company is to engage in any lawful act of
activity for which a limited liability company may be organized under the
Delaware Limited Liability Company Act.

         FOURTH:  The company shall be managed by its members in accordance with
the terms of its limited liability company agreement.

         FIFTH:   No member of the company shall be obligated personally for any
debt, obligation or liability of the company solely by reason of being a member
of the company. The failure to observe any formalities relating to the business
or affairs of the company shall not be grounds for imposing personal liability
on any member for the debts, obligations or liabilities of the company.

         SIXTH:   The company reserves the right to amend or repeal any
provision contained herein in the manner now or hereafter prescribed by law and
in the company's limited liability company agreement.

         THE UNDERSIGNED, as an authorized person, hereby executes this
Certificate of Formation for the purpose of forming a limited liability company
under the Act (6 Del.C. Section 18-101 et seq.) The undersigned hereby declares
that to the best of the undersigned's knowledge and belief, the facts stated
above are true, and accordingly executes this Certificate of Formation as of
December 30, 1999.

                                           /s/  Elizabeth D. Jordan
                                           -------------------------------------
                                           Elizabeth D. Jordan,
                                           Authorized Person

EX-3.1.48

                                                                  EXHIBIT 3.1.48

                              AMENDED AND RESTATED

                          ARTICLES OF INCORPORATION OF

                         VIKING COMPONENTS INCORPORATED

         Walter Boileau and Michael Sullivan certify that:

         (i)      They are the Vice President, Treasurer and Secretary of Viking
Components Incorporated, a California corporation (the "Corporation").

         (ii)     The Articles of Incorporation of the Corporation are hereby
amended and restated in full to read in their entirety as set forth in EXHIBIT A
attached hereto and incorporated by reference as if fully set forth herein.

         (iii)    Said Amended and Restated Articles of Incorporation have been
duly approved by the Board of Directors of this Corporation.

         (iv)     Said Amended and Restated Articles of Incorporation have been
duly approved by the required vote of the shareholders of the Corporation
entitled to vote in accordance with the Articles of Incorporation of this
Corporation and Sections 902 and 903 of the California Corporations Code. The
total number of shares entitled to vote with respect to the foregoing Amended
and Restated Articles of Incorporation was 250,000 shares of Common Stock. The
number of shares voting in favor of the Amended and Restated Articles of
Incorporation equaled or exceeded the vote required. The percentage vote
required was more than 50% of the outstanding shares of Common Stock.

         The undersigned declare under penalty of perjury that the matters set
forth in this certificate are true and correct of their own knowledge.

Date: December 17, 2002
San Jose, California

                                           /s/  Walter Boileau
                                           -------------------------------------
                                           Walter Boileau
                                           Vice President, Treasurer

                                           /s/  Michael Sullivan
                                           -------------------------------------
                                           Michael Sullivan
                                           Secretary



                                    EXHIBIT A

                                    ARTICLE I

         The name of the corporation is Viking Components Incorporated.

                                   ARTICLE II

         The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                  ARTICLE III

         The corporation is authorized to issue one class of stock to be
designated "Common Stock." The total number of shares of Common Stock the
corporation shall have authority to issue is Two Hundred Million (200,000,000).
Upon the amendment of this article, each outstanding share of Common Stock shall
be split up and converted into Six Hundred and Eighty (680) shares of Common
Stock.

                                   ARTICLE IV

         1.       Limitation of Directors' Liability. The liability of the
directors of this Corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.

         2.       Indemnification of Corporate Agents. This Corporation is
authorized to provide indemnification of agents (as defined in Section 317 of
the California Corporations Code) through bylaw provisions, agreements with
agents, votes of shareholders or disinterested directors or otherwise, in excess
of the indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject only to the applicable limits set forth in Section
204 of the California Corporations Code with respect to actions for breach of
duty to this Corporation and its shareholders.

         3.       Repeal or Modification. Any amendment, repeal or modification
of the foregoing provisions of this Article IV shall not adversely affect any
right of indemnification or limitation of liability of an agent of this
Corporation relating to acts or omissions occurring prior to such amendment,
repeal or modification.

                                           [Governmental Seal]

EX-3.1.49

                                                                  EXHIBIT 3.1.49

                             ARTICLES OF CONVERSION
                                       OF
                           SANMINA CABLE SYSTEMS, INC.

         Pursuant to the provisions of article 5.17 of the Texas Business
Corporation Act and section 6132b-9.05 of the Texas Revised Partnership Act, the
undersigned converting entity certifies the following Articles of Conversion
adopted for the purpose of effecting a conversion in accordance with the
provisions of the Texas Business Corporation Act and the Texas Revised Limited
Partnership Act.

         1.       A plan of conversion was approved and adopted in accordance
with the provisions of article 5.03 of the Texas Business Corporation Act
providing for the conversion of Sanmina Cable Systems, Inc., a corporation
incorporated under the Texas Business Corporation Act, to Sanmina Texas, L.P., a
Texas limited partnership.

         2.       An executed plan of conversion is on file at the principal
place of business of the converting entity at 1201 West Crosby Road, Carrollton,
Texas 75006 and, from and after the conversion, an executed plan of conversion
will be on file at the principal place of business of the converted entity at
1201 West Crosby Road, Carrollton, Texas 75006.

         3.       A copy of the plan of conversion will be furnished by the
converting entity (prior to the conversion) or by the converted entity (after
the conversion) on written request and without cost to any shareholder or member
of the converting entity or the converted entity.

         4.       The approval of the plan of conversion was duly authorized by
all action required by the laws under which Sanmina Cable Systems, Inc. is
incorporated and by its constituent documents. The number of outstanding shares
entitled to vote is 7,935.

         5.       The number of shares voted for and against the plan of
conversion, respectively, are as follows:



Total Voted For               Total Voted Against
- ---------------               -------------------
                           
     7,935                            -0-


         6.       Two copies of the Certificate of Limited Partnership of
Sanmina Texas, L.P. which is to be created pursuant to the plan of conversion
are being filed with the Secretary of State with the Articles of Conversion. A
copy of the Certificate of Limited Partnership of Sanmina Texas, L.P. is
attached as an exhibit to these Articles of Conversion.

         7.       Sanmina Texas, L.P. will be responsible for the payment of all
fees and franchise taxes for which the Sanmina Cable Systems, Inc. is liable,
and further, Sanmina Texas, L.P. will be obligated to pay such fees and
franchise taxes if the same are not timely paid.



         8.       The conversion will become effective on January 1, 2000 at
12:01 a.m. in accordance with the provisions of article 10.03 of the Texas
Business Corporation Act and section 2.12 of the Texas Revised Limited
Partnership Act.

Dated:____________________                 SANMINA CABLE SYSTEMS, INC.

                                           By: /s/  Daniel Vick
                                               --------------------------------
                                               Name: Daniel Vick, President

                                      -2-



[THE STATE OF TEXAS SEAL]

                        OFFICE OF THE SECRETARY OF STATE

                        CORPORATIONS SECTION

                        P.O. BOX 13697

                        AUSTIN, TEXAS 78711-3697

                       CERTIFICATE OF LIMITED PARTNERSHIP

1.       The name of the limited partnership is: Sanmina Texas, L.P.

2.       The street address of its proposed registered agent in Texas is (a P.O.
         Box is not sufficient): 811 Dallas Ave.,, Houston, TX 77002;

         And the name of its proposed registered agent in Texas at such address
         is: CT Corporation System.

3.       The address of the principal office in the United States where records
         of the partnership are to be kept or made available is: 2700 N. First
         Street, San Jose, CA 95134.

4.       The name, the mailing address and the street address of the business or
         residence of each general partner are as follows:



                                      MAILING ADDRESS                        STREET ADDRESS
        NAME                  (INCLUDE CITY, STATE, ZIP CODE)         (INCLUDE CITY, STATE, ZIP CODE)
- -----------------------------------------------------------------------------------------------------
                                                                
Sanmina General, L.L.C.             C/o Sanmina Corporation                       [Same]
                                    2700 North First St.
                                    San Jose, CA   95134


5.       The partnership is being created pursuant to that certain Plan of
         Conversion dated as of January 1, 2000, for Sanmina Cable Systems,
         Inc., a Texas corporation.

6.       Information regarding the prior form of organization, is as follows:

                  (a)      Name:    Sanmina Cable Systems, Inc.

                  (b)      Address: 1201 West Crosby Road
                                    Carrollton, TX 75006

                  (c)      Prior form of organization: Texas business
                           corporation

                  (d)      Date of incorporation: April 15, 1986

                  (e)      Jurisdiction: Texas.



                                     Sanmina General, L.L.C.

                                     By: /s/ Elizabeth Jordan
                                         --------------------------------------
                                         Elizabeth Jordan, Authorized Person

                                      -2-

EX-3.1.50

                                                                  EXHIBIT 3.1.50

                            ASSUMED NAME CERTIFICATE
                    FOR INCORPORATED BUSINESS OR PROFESSION,
          LIMITED PARTNERSHIP, REGISTERED LIMITED LIABILITY PARTNERSHIP
                            LIMITED LIABILITY COMPANY

         The undersigned, for the purpose of complying with Section 36.11 of the
Assumed Business or Professional Name Act of the Texas Business and Commerce
Code, shall hereby certify as follows:

1.       The name of the entity as stated in its articles of incorporation,
         articles of organization, certificate of limited partnership,
         application for certificate of authority or comparable document is:
         SANMINA TEXAS, L.P.

2.       The assumed name under which the business or professional service is or
         is to be conducted or rendered is:

                                  Sanmina, L.P.

3.       The state, country or other jurisdiction under the laws of which it was
         incorporated, organized or associated is: Texas; and the address of its
         registered or similar office in that jurisdiction is: 811 Dallas Ave.,
         Houston, TX 77002.

4.       The period, not to exceed ten (10) years, during which the assumed name
         will be used is: TEN (10) YEARS.

5.       The entity is a: Texas limited partnership

6.       If the entity is required to maintain a registered office in Texas, the
         address of its registered office in Texas is: 811 Dallas Ave., Houston,
         TX 77002; and the name if its registered agent at such address is: CT
         Corporation System.

         If the address of its principal office is not the same as the
         registered office in Texas, its principal office address is: 1201 West
         Crosby Rd., Carrollton, TX 75006.

7.       If the entity is not required or does not maintain a registered office
         in Texas, its office address in Texas is: [not applicable]; and

         If the entity is not incorporated, organized or associated under the
         laws of Texas, the address of its place of business in Texas is: [not
         applicable]; and the office address elsewhere is: [not applicable].

8.       The county or counties where the business or professional services are
         being or are to be conducted or rendered under such assumed name is/are
         (if applicable, use the designation "ALL" or "ALL EXCEPT"): ALL
         COUNTIES IN TEXAS.



                                 Sanmina Texas, L.P.

                                 By: Sanmina General, L.L.C., a Delaware limited
                                 liability company, General Partner

                                 By: /s/ Elizabeth Jordan
                                     -------------------------------------------
                                      Elizabeth Jordan, Authorized Person

STATE OF CALIFORNIA        Section

COUNTY OF Santa Clara      Section

         Before me, the undersigned authority, personally appeared Elizabeth
Jordan, Authorized Person of Sanmina General, L.L.C., a Delaware limited
liability company, the general partner of Sanmina Texas, L.P., a Texas limited
partnership, and acknowledged to me that she executed the foregoing instrument
for the purpose and consideration therein expressed, on behalf of said limited
liability company and limited partnership.

                                 /s/ J. R. Robles  1/5/00
                                 -----------------------------------------------
                                 Notary Public, State of California

                                      -2-

EX-3.1.51

                                                                  EXHIBIT 3.1.51

                           ARTICLES OF INCORPORATION

     Executed by the undersigned for the purpose of forming a Wisconsin

corporation under Chapter 180 of the Wisconsin statutes:

     Article 1.  The name of the corporation shall be MANU-TRONICS, INC.

     Article 2.  The period of existence shall be PERPETUAL.

     Article 3.  The purposes shall be to engage in any lawful activity
                 authorized by Chapter 180 of the Wisconsin Statutes.

     Article 4.  The number of shares which it shall have authority to issue,
                 itemized by classes, par value of shares, shares without par
                 value, and series, if any, within a class, is:

            SERIES                             PAR VALUE PER SHARE OR STATEMENT
CLASS      (IF ANY)      NUMBER OF SHARES      THAT SHARES ARE WITHOUT PAR VALUE

COMMON                        2,000                         NO PAR


     Article 5.  The preferences, limitations, designation, and relative rights
                 of each class or series of stock, are:



                                      NONE



     Article 6.  Address of initial registered office is Room 412 Kenosha
                 National Bank Bldg., 625-57th Street, Kenosha, Wisconsin 53140

     Article 7.  Name of initial registered agent at such address is CHARLES A.
                 LEPP.

     Article 8.  The number of directors constituting the initial board of
                 directors shall be THREE (3).  Thereafter the number shall be
                 fixed by by-law but shall not be less than three.

     Article 9.  The name and address of incorporator (or incorporators) are:

          NAME                                          ADDRESS
                                              (NUMBER, STREET AND CITY)

   ROBERT W. RODERS                      1709 - 80th St., Kenosha, Wis. 53140
- ----------------------                   ---------------------------------------

   ELLIS W. JOHNSON                      7912 - 30th Ave.,    "      "      "
- ----------------------                   ---------------------------------------

   ARTHUR A. ALBERT                      2201 Joppa Ave., Zion, Ill. 60099
- ----------------------                   ---------------------------------------


     Article 10.  (Other provisions)

                                      NONE


     Article 11.  These articles may be amended in the manner authorized by law
                  at the time of amendment.

     Executed in duplicate on the 29th  day of   July   , 196  9
                                  ------      ----------      ---

                                               /s/      Robert W. Roders
                                               ---------------------------------
                                               /s/      Ellis W. Johnson
                                               ---------------------------------
                                               /s/      Arthur A. Albert
                                               ---------------------------------

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


     STATE OF WISCONSIN

County of KENOSHA

     Personally came before me this 29th  day of   July  A.D. 196 9
                                    ------      ---------        ---

the above named         ROBERT W. RODERS, ELLIS W. JOHNSON and ARTHUR A. ALBERT
               -----------------------------------------------------------------

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

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

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

- --------------------------------------------------------------------------------
     to me known to be the persons who executed the foregoing instrument, and
- -----
acknowledged the same.

                                             /s/        [ILLEGIBLE]
                                             -----------------------------------
                                                       Notary Public

     (Notarial Seal)                               My Commission is PERMANENT

EX-3.1.52

                                                                  EXHIBIT 3.1.52

                               ARTICLES OF MERGER
                                       OF
                        SANM ACQUISITION SUBSIDIARY, INC.
                                  WITH AND INTO
                               MANU-TRONICS, INC.
                          UNDER SECTION 180.1105 OF THE
                            BUSINESS CORPORATION LAW
                            OF THE STATE OF WISCONSIN

         Pursuant to Section 180.1105 of the Business Corporation Law of the
State of Wisconsin, Manu-tronics, Inc., a Wisconsin corporation ("Manu"), hereby
certifies to the following information relating to the merger of SANM
Acquisition Subsidiary, Inc., a Wisconsin corporation ("SANM") with and into
Manu (the "Merger").

         I.       The name of the merging Wisconsin corporation is:

                                    SANM Acquisition Subsidiary, Inc.

         II.      The name of the surviving Wisconsin corporation is:

                                    Manu-tronics, Inc.

         III.     The Agreement and Plan of Merger, dated March 30, 1999 by and
among Sanmina Corporation, a Delaware corporation, SANM and Manu (the "Merger
Agreement"), and adopted by the surviving and the non-surviving corporations is
attached hereto as Exhibit A.

         IV.      The Agreement setting forth the terms and conditions of the
Merger has been approved by each corporation that is a party to the merger, in
accordance with the provisions of Section 180.1103 of the Wisconsin statutes.

         Executed by the surviving corporation on behalf of all parties to the
merger this 30th day of March, 1999, effective as of March 30, 1999.

                                    MANU-TRONICS, INC.

                                    /s/ Roger R. Mayer
                                    ------------------------------
                                    Roger R. Mayer, President & CEO

                          THIS DOCUMENT IS DRAFTED BY:
                           ROSEANN M. ROTANDARO, ESQ.,
                        WILSON SONSINI GOODRICH & ROSATI
                     650 PAGE MILL ROAD, PALO ALTO, CA 94306



                                    EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER



                                    EXHIBIT A

                          AGREEMENT AND PLAN OF MERGER

                           DATED AS OF MARCH 30, 1999

                                      AMONG

                               SANMINA CORPORATION

                        SANM ACQUISITION SUBSIDIARY, INC.

                                       AND

                               MANU-TRONICS, INC.



                                TABLE OF CONTENTS



                                                                                                Page
                                                                                                ----
                                                                                             
ARTICLE I THE MERGER..........................................................................    1

         SECTION 1.1.      The Merger.........................................................    1
         SECTION 1.2.      Closing............................................................    2
         SECTION 1.3.      Effective Time.....................................................    2
         SECTION 1.4.      Effects of the Merger..............................................    2
         SECTION 1.5.      Certificate of Incorporation and Bylaws............................    2
         SECTION 1.6.      Directors..........................................................    2
         SECTION 1.7.      Officers...........................................................    2
         SECTION 1.8.      Effect on Capital Stock............................................    2
         SECTION 1.9.      Dissenting Shares..................................................    4
         SECTION 1.10.     Exchange of Certificates...........................................    4
         SECTION 1.11.     Escrow.............................................................    7

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................................    7

         SECTION 2.1.      Organization, Standing and Corporate Power.........................    7
         SECTION 2.2.      Subsidiaries.......................................................    8
         SECTION 2.3.      Capital Structure..................................................    8
         SECTION 2.4.      Authority; Noncontravention........................................    8
         SECTION 2.5.      Financial Information..............................................    9
         SECTION 2.6.      Absence of Certain Changes or Events...............................   10
         SECTION 2.7.      Litigation.........................................................   11
         SECTION 2.8.      Contracts..........................................................   11
         SECTION 2.9.      Compliance with Laws...............................................   12
         SECTION 2.10.     Environmental Matters..............................................   12
         SECTION 2.11.     Labor Matters......................................................   14
         SECTION 2.12.     Absence of Changes in Benefit Plans................................   14
         SECTION 2.13.     ERISA Compliance...................................................   15
         SECTION 2.14.     S Corporation Status...............................................   17
         SECTION 2.15.     Taxes..............................................................   17
         SECTION 2.16.     No Excess Parachute Payments.......................................   17
         SECTION 2.17.     Title to Properties................................................   18
         SECTION 2.18.     Intellectual Property..............................................   18
         SECTION 2.19.     Voting Requirements................................................   19
         SECTION 2.20.     Brokers; Schedule of Fees and Expenses.............................   19
         SECTION 2.21.     Accounting Matters.................................................   19
         SECTION 2.22.     Equipment and Other Personal Property Leases.......................   19
         SECTION 2.23.     Product and Service Warranties.....................................   19
         SECTION 2.24.     Orders, Commitments and Returns....................................   20
         SECTION 2.25.     Customers..........................................................   20
         SECTION 2.26.     Suppliers..........................................................   20


                                       -i-



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                Page
                                                                                                ----
                                                                                             
         SECTION 2.27.     Inventory..........................................................   20

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB..................................   21

         SECTION 3.1.      Organization, Standing and Corporate Power.........................   21
         SECTION 3.2.      Capital Structure..................................................   21
         SECTION 3.3.      Authority; Noncontravention........................................   22
         SECTION 3.4.      SEC Documents......................................................   23
         SECTION 3.5.      Absence of Certain Changes or Events...............................   23
         SECTION 3.6.      Litigation.........................................................   24
         SECTION 3.7.      Compliance with Laws...............................................   25
         SECTION 3.8.      Taxes..............................................................   25
         SECTION 3.9.      Title to Properties................................................   25
         SECTION 3.10.     Voting Requirements................................................   25
         SECTION 3.11.     Brokers; Schedule of Fees and Expense..............................   25
         SECTION 3.12.     Accounting Matters.................................................   26
         SECTION 3.13.     Interim Operations of Sub..........................................   26

ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME................................................   26

         SECTION 4.1.      Conduct of Business by the Company.................................   26

ARTICLE V ADDITIONAL AGREEMENTS...............................................................   28

         SECTION 5.1.      Registration of Parent Common Stock................................   28
         SECTION 5.2.      Access to Information; Confidentiality.............................   28
         SECTION 5.3.      No Solicitation....................................................   28
         SECTION 5.4.      Public Announcements...............................................   29
         SECTION 5.5.      Letters of the Company's Accountants...............................   29
         SECTION 5.6.      Letters of Parent's Accountants....................................   29
         SECTION 5.7.      Affiliates; Lockup Agreements......................................   29
         SECTION 5.8.      Pooling of Interests...............................................   30
         SECTION 5.9.      Tax Treatment......................................................   30
         SECTION 5.10.     FIRPTA.............................................................   30
         SECTION 5.11.     NMS Listing........................................................   30
         SECTION 5.12.     Stop Transfer......................................................   30
         SECTION 5.13.     Non-Competition Agreement..........................................   30
         SECTION 5.14.     Certain Tax Matters................................................   30
         SECTION 5.15.     Reasonable Efforts; Notification...................................   31
         SECTION 5.16.     Fees and Expenses..................................................   32
         SECTION 5.17.     Executive Compensation Matters.....................................   32
         SECTION 5.18.     Facility Lease.....................................................   32
         SECTION 5.19.     S Corporation Tax Matters..........................................   32


                                      -ii-



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                Page
                                                                                                ----
                                                                                             
ARTICLE VI CONDITIONS PRECEDENT TO THE MERGER.................................................   33

         SECTION 6.1.      Conditions to Obligations of Each Party to Effect the Merger.......   33
         SECTION 6.2.      Additional Conditions to Obligation of the Company.................   34
         SECTION 6.3.      Additional Conditions to Obligations of Parent and Sub.............   34

ARTICLE VII SURVIVAL, ESCROW AND INDEMNIFICATION..............................................   35

         SECTION 7.1.      Survival of Representations and Warranties.........................   35
         SECTION 7.2.      Limitation of Remedies.............................................   39

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER................................................   39

         SECTION 8.1.      Termination........................................................   39
         SECTION 8.2.      Effect of Termination..............................................   40
         SECTION 8.3.      Amendment..........................................................   40
         SECTION 8.4.      Extension; Waiver..................................................   41

ARTICLE IX GENERAL PROVISIONS.................................................................   41

         SECTION 9.1.      Notices............................................................   41
         SECTION 9.2.      Definitions........................................................   42
         SECTION 9.3.      Interpretation.....................................................   42
         SECTION 9.4.      Counterparts.......................................................   42
         SECTION 9.5.      Entire Agreement; No Third-Party Beneficiaries.....................   42
         SECTION 9.6.      Governing Law......................................................   43
         SECTION 9.7.      Assignment.........................................................   43
         SECTION 9.8.      Enforcement........................................................   43
         SECTION 9.9.      Severability.......................................................   43


         Exhibit A:        Shareholder Agreement
         Exhibit B:        Escrow Agreement
         Exhibit C:        Registration Rights Agreement
         Exhibit D:        Company Affiliate Agreement
         Exhibit E:        Parent Affiliate Agreement
         Exhibit F:        Noncompetition Agreement
         Exhibit G:        Employment Agreement
         Exhibit H:        Lease Agreement
         Exhibit I:        Indemnification Agreement

                                      -iii-



                      AGREEMENT AND PLAN OF REORGANIZATION

         This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of March 30, 1999, among Sanmina Corporation, a Delaware
corporation ("Parent"), SANM Acquisition Subsidiary, Inc., a Wisconsin
corporation and a wholly owned subsidiary of Parent ("Sub"), and Manu-tronics,
Inc., a Wisconsin corporation (the "Company").

                                    RECITALS

         A.       The respective Boards of Directors of Parent, Sub and the
Company, and Parent, acting as the sole shareholder of Sub, have approved the
merger of Sub with and into the Company (the "Merger"), upon the terms and
subject to the conditions set forth in this Agreement, whereby each issued and
outstanding share of common stock, no par value, of the Company ("Company Common
Stock"), other than Company Common Stock owned by Parent, Sub or the Company,
will be converted into the right to receive common stock, par value $.01 per
share, of Parent ("Parent Common Stock").

         B.       Substantially concurrently herewith and as a condition and
inducement to Parent's willingness to enter into this Agreement, Parent and
certain shareholders of the Company have entered into a Shareholder Agreement in
the form attached hereto as Exhibit A (the "Shareholder Agreement").

         C.       Parent, Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe various conditions to the Merger.

         D.       For Federal income tax purposes, it is intended that the
Merger shall qualify as a reorganization within the meaning of Section 368 of
the Internal Revenue Code of 1986, as amended (the "Code").

         E.       For financial accounting purposes, it is intended that the
Merger will be accounted for as a pooling of interests transaction.

         NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties hereto agree
as follows:

                                    ARTICLE I
                                   THE MERGER

         SECTION 1.1.      The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance wish the Business
Corporation Law of the State of Wisconsin (the "Wisconsin Law"), Sub shall be
merged with and into the Company at the Effective Time (as defined in Section
1.3). Following the Merger, the separate corporate existence of Sub shall cease
and the Company shall continue as the surviving corporation (the "Surviving
Corporation") and shall succeed to and assume all the rights and obligations of
Sub in accordance with the Wisconsin Law.



At the election of Parent, any direct or indirect wholly owned subsidiary (as
defined in Section 9.2) of Parent may be substituted for Sub as a constituent
corporation in the Merger. In such event, the parties hereto agree to execute an
appropriate amendment to this Agreement in order to reflect such substitution.

         SECTION 1.2.      Closing. The closing of the Merger (the "Closing")
will take place at 10:00 a.m. on a date to be specified by the parties, which
shall be no later than the second business day after satisfaction or waiver of
the conditions set forth in Article VI (the "Closing Date"), at the offices of
O'Connor & Willems, S.C., 6633 Green Bay Road, Kenosha, Wisconsin 53142, unless
another date or place is agreed to in writing by the parties hereto.

         SECTION 1.3.      Effective Time. Subject to the provisions of this
Agreement, as soon as practicable on or after the Closing Date, the parties
shall file articles of merger or other appropriate documents (in any such case,
the "Articles of Merger") executed in accordance with the relevant provisions of
the Wisconsin Law and shall make all other filings or recordings required under
the Wisconsin Law. The Merger shall become effective at such time as the
Articles of Merger are duly filed with the Wisconsin Department of Financial
Institutions, or at such other time as Parent and the Company shall agree should
be specified in the Articles of Merger (the time the Merger becomes effective
being the "Effective Time").

         SECTION 1.4.      Effects of the Merger. The Merger shall have the
effects set forth in Section 180.1106 of the Wisconsin Law.

         SECTION 1.5.      Certificate of Incorporation and Bylaws.

                  (a)      The Articles of Incorporation of Sub, as in effect
immediately prior to the Effective Time and as attached hereto, shall be the
Articles of Incorporation of the Surviving Corporation until thereafter changed
or amended as provided therein or by applicable law.

                  (b)      The Bylaws of Sub, as in effect immediately prior to
the Effective Time, shall be the Bylaws of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable law.

         SECTION 1.6.      Directors. The directors of Sub immediately prior to
the Effective Time shall be the directors of the Surviving Corporation, until
the earlier of their resignation or removal or until their respective successors
are duly elected and qualified, as the case may be.

         SECTION 1.7.      Officers. The officers of the Company immediately
prior to the Effective Time shall be the officers of the Surviving Corporation,
until the earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be.

         SECTION 1.8.      Effect on Capital Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of the holder of any
shares of Company Common Stock or any shares of capital stock of Sub:

                                      -2-



                  (a)      Capital Stock of Sub. Each issued and outstanding
share of capital stock of Sub shall be converted into and become one validly
issued, fully paid and nonassessable share of common stock, with no par value,
of the Surviving Corporation.

                  (b)      Cancellation of Treasury Stock and Parent-Owned
Stock. Each share of Company Common Stock that is owned by the Company and each
share of Company Common Stock that is owned by Parent or Sub shall automatically
be canceled and retired and shall cease to exist and no Parent Common Stock or
other consideration shall be delivered in exchange therefor.

                  (c)      Conversion of Company Common Stock. Subject to
Section 1.10(e) and 1.11, each issued and outstanding share of Company Common
Stock (other than shares to be canceled in accordance with Section 1.8(b)) shall
be converted into the right to receive a number of fully paid and nonassessable
shares of Parent Common Stock equal to the quotient of (X) divided by (Y), where
(X) equals 750,000 (the "Consideration Common") and (Y) equals the number of
issued and outstanding shares of Company Common Stock at the Effective Tune
(such quotient being hereafter referred to as the "Exchange Ratio"). The
Exchange Ratio will be subject to adjustment as follows: In the event that at
the Effective Time the Consideration Common Value (as defined below) is less
than $40,500,000, the number of Consideration Common shares will be increased to
an amount equal to $40,500,000 divided by the Average Pre-Closing Price (as
defined below) up to a maximum aggregate of 900,000 Consideration Common shares.
In the event that at the Effective Time, the Consideration Common Value is
greater than $51,000,000, the number of Consideration Common shares will be
decreased to an amount equal to $51,000,000 divided by the Average Pre-Closing
Price subject to a minimum aggregate of 600,000 Consideration Common shares. For
purposes hereof, "Consideration Common Value" shall be equal to the number of
Consideration Common shares multiplied by the Average Pre-Closing Price (as
defined below) and "Average Pre-Closing Price" shall be equal to the average of
the last reported sale price of Sanmina Common Stock on the NASDAQ National
Market on the ten consecutive trading days ending on the trading day prior to
the date as of which the Consideration Common Value is being determined.

         As of the Effective Time, all such shares of Company Common Stock shall
no longer be outstanding and shall automatically be canceled and retired and
shall cease to exist, and each holder of a certificate which immediately prior
to the Effective Time represented any such shares of Company Common Stock shall
cease to have any rights with respect thereto, except the right to receive
shares of Parent Common Stock and any cash in lieu of fractional shares of
Parent Common Stock to be issued or paid in consideration therefor upon
surrender of such certificate in accordance with Section 1.10, without interest,
and the right to receive the dividend in accordance with Section 4.1(a).
Notwithstanding the foregoing, if between the date of this Agreement and the
Effective Time the outstanding shares of Parent Common Stock shall have been
changed into a different number of shares or a different class, by reason of any
stock dividend, subdivision, reclassification, recapitalization, split,
combination or exchange of shares or if Parent pays an extraordinary dividend,
the Exchange Ratio shall be appropriately adjusted to reflect such stock
dividend, subdivision, reclassification, recapitalization, split, combination or
exchange or extraordinary dividend.

                                      -3-



                  (d)      Stock Option Plans. Company does not have, as of the
date of this Agreement, and will not at the Effective Time have any stock
option, stock purchase or other plan providing for the issuance of stock,
options, stock purchase rights or similar rights to employees, directors,
consultants or other parties.

         SECTION 1.9.      Dissenting Shares.

                  (a)      Notwithstanding any provision of this Agreement to
the contrary, the shares of any holder of Company Common Stock who has demanded
and perfected appraisal rights for such shares in accordance with the Wisconsin
Law and who, as of the Effective Time, has not effectively withdrawn or lost
such appraisal rights ("Dissenting Shares"), shall not be converted into or
represent a right to receive Parent Common Stock pursuant to Section 1.8(c) but
the holder thereof shall only be entitled to such rights as are granted by the
Wisconsin Law.

                  (b)      Notwithstanding the provisions of subsection (a), if
any holder of shares of Company Common Stock who demands appraisal of such
shares under the Wisconsin Law shall effectively withdraw the right to
appraisal, then, as of the later of the Effective Time and the occurrence of
such event, such holder's shares shall automatically be converted into and
represent only the right to receive Parent Common Stock, without interest
thereon, upon surrender of the certificate representing such shares.

                  (c)      The Company shall give Parent (i) prompt notice of
any written demands for appraisal of any shares of Company Common Stock,
withdrawals of such demands, and any other instruments served pursuant to the
Wisconsin Law and received by the Company which relate to any such demand for
appraisal and (ii) the opportunity to participate in all negotiations and
proceedings which take place prior to the Effective Time with respect to demands
for appraisal under the Wisconsin Law. The Company shall not, except with the
prior written consent of Parent, voluntarily make any payment with respect to
any demands for appraisal of Company Common Stock or offer to settle or settle
any such demands.

         SECTION 1.10.     Exchange of Certificates.

                  (a)      Exchange Agent. As of the Effective Tune, Parent
shall deposit with Norwest Bank Minnesota, N.A. or such other bank or trust
company as may be designated by Parent (the "Exchange Agent"), for the benefit
of the holders of sham of Company Common Stock, for exchange in accordance with
this Article I, through the Exchange Agent, certificates representing the shares
of Parent Common Stock (such share of Parent Common Stock, together with say
dividends or distributions with respect thereto with a record date after the
Effective Tune sad any each payments in lieu of any fractional shares of Parent
Common Stock, being hereinafter referred to as the "Exchange Fund") issuable
pursuant to Section 1.8 in exchange for outstanding shares of Company Common
Stock, other than the shares of Company Common Stock that will be deposited in
escrow pursuant to Section 1.11.

                  (b)      Exchange Procedures. As soon as reasonably
practicable after the Effective Time, Parent shall cause the Exchange Agent to
mail to each holder of record of a certificate or

                                      -4-



certificates which immediately prior to the Effective Time represented
outstanding share of Company Common Stock (the "Certificates") which shares were
converted into the right to receive shares of Parent Common Stock pursuant to
Section 1.8(c), (i) a letter of transmittal (which shall specify that delivery
shall be effected, and risk of loss and title to the Certificates shall pass,
only upon delivery of the Certificates to the Exchange Agent and shall be in
such form and have such other provisions as Parent may reasonably specify) and
(ii) instructions for use in effecting the surrender of the Certificates in
exchange for certificates representing shares of Parent Common Stock. Upon
surrender of a Certificate for cancellation to the Exchange Agent, together with
such letter of transmittal, duly executed, and such other documents as may
reasonably be required by the Exchange Agent, the holder of such Certificate
shall be entitled to receive in exchange therefor a certificate representing
that number of whole shares of Parent Common Stock which such holder has the
right to receive pursuant to the provisions of Section 1.8 after taking into
account all the shares of Company Common Stock then held by such holder under
all such Certificates so surrendered, cash in lieu of fractional shares of
Parent Common Stock to which such holder is entitled pursuant to Section 1.10(e)
and any dividends or other distributions to which such holder is entitled
pursuant to Section 1.10(c), and the Certificate so surrendered shall forthwith
be canceled. In the event of a transfer of ownership of Company Common Stock
which is not registered in the transfer records of the Company, a certificate
representing the proper number of shares of Parent Common Stock may be issued to
a person other than the person in whose name the Certificate so surrendered is
registered, if, upon presentation to the Exchange Agent, such Certificate shall
be properly endorsed or otherwise be in proper form for transfer and the person
requesting such issuance shall pay any transfer or other taxes required by
reason of the issuance of shares of Parent Common Stock to a person other than
the registered holder of such Certificate or establish to the satisfaction of
Parent that such tax has been paid or is not applicable. Until surrendered as
contemplated by this Section 1.10(b), each Certificate shall be deemed at any
time after the Effective Time to represent only the right to receive upon ach
surrender the certificate representing shares of Parent Common Stock, cash in
lieu of any fractional shares of Parent Common Stock as contemplated by Section
1.10(e) and any dividends or other distributions to which such holder is
entitled pursuant to Section 1.10(c). No interest will be paid or will accrue on
any cash payable pursuant to Sections 1.10(c) or 1.10(e).

                  (c)      Distributions with Respect to Unexchanged Shares. No
dividends or other distributions with respect to Parent Common Stock with a
record date after the Effective Time shall be paid to the holder of any
unsurrendered Certificate with respect to the shares of Parent Common Stock
represented thereby and no cash payment in lieu of fractional shams shall be
paid to any such holder pursuant to Section 1.10(e) until the holder of record
of such Certificate shall surrender such Certificate. Following surrender of any
such Certificate, there shall be paid to the record holder of the certificate
representing whole shares of Parent Common Stock issued in exchange therefor,
without interest, (i) at the time of such surrender, the amount of any cash
payable in lieu of a fractional share of Parent Common Stock to which such
holder is entitled pursuant to Section 1.10(e) and the amount of dividends or
other distributions with a record date after the Effective Time theretofore paid
with respect to such whole shares of Parent Common Stock, and (ii) at the
appropriate payment date, the amount of dividends or other distribution with a
record date after the

                                      -5-



Effective Time but prior to such surrender and a payment date subsequent to such
surrender payable with respect to such whole shares of Parent Common Stock.

                  (d)      No Further Ownership Rights in Company Common Stock.
All shares of Parent Common Stock issued upon the surrender for exchange of
shares of Company Common Stock in accordance with the terms hereof (including
any cash paid pursuant to Section 1.10(c) or 1.10(e)) shall be deemed to have
been issued in full satisfaction of all rights pertaining to such shares of
Company Common Stock, subject, however, to the Surviving Corporation's
obligation to pay any dividends or make any other distributions with a record
date prior to the Effective Time which may have been declared or made by the
Company on such shares of Company Common Stock in accordance with the terms of
this Agreement or prior to the date of this Agreement and which remain unpaid at
the Effective Time, and there shall be no further registration of transfers on
the stock transfer books of the Surviving Corporation of the shares of Company
Common Stock which were outstanding immediately prior to the Effective Time. If,
after the Effective Time, Certificates are presented to the Surviving
Corporation or the Exchange Agent for any reason, they shall be canceled and
exchanged as provided in this Section 1.10.

                  (e)      No Fractional Shares.

                           (i)      No certificates or scrip representing
fractional shares of Parent Common Stock shall be issued upon the surrender for
exchange of Certificates, and such fractional share interests will not entitle
the owner thereof to vote or to any rights of a shareholder of parent.

                           (ii)     Notwithstanding any other provision of this
Agreement, each holder of shares of Company Common Stock exchanged pursuant to
the Merger who would otherwise have been entitled to receive a fraction of a
share of Parent Common Stock (after taking into account all Certificates
delivered by such holder) shall receive, in lieu thereof, cash (without
interest) in an amount, less the amount of any withholding taxes which may be
required thereon, equal to such fractional part of a share of Parent Common
Stock multiplied by the per share closing price of Parent Common Stock on the
Closing Date, as such price is reported on the Nasdaq Stock Market Nations
Market (as reported by The Wall Street Journal, or, if not reported thereby, any
other authoritative source).

                  (f)      Termination of Exchange Fund. Any portion of the
Exchange Fund which remains undistributed to the holders of the Certificates for
six months after the Effective Time shall be delivered to Parent upon demand,
and any holders of the Certificates who have not therefore complied with this
Article I shall thereafter look only to Parent for payment of their claim for
Parent Common Stock, any cash in lieu of fractional shares of Parent Common
Stock and any dividends or distributions with respect to Parent Common Stock.

                  (g)      No Liability. None of Parent, Sub, the Company or the
Exchange Agent shall be liable to any person in respect of any shares of Parent
Common Stock (or dividends or distributions with respect thereto) or cash from
the Exchange Fund in each case delivered to a public official pursuant to any
applicable abandoned property, escheat or similar law.

                                      -6-



                  (h)      Investment of Exchange Fund. The Exchange Agent shall
invest any cash included in the Exchange Fund, as directed by Parent, on a daily
basis. Any interest and other income resulting from such investments shall be
paid to Parent.

                  (i)      Lost Certificates. If any Certificate shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming such Certificate to be lost, stolen or destroyed and, if
required by parent, the posting by such person of a bond in such reasonable
amount as the Surviving Corporation may direct as indemnity against any claim
that any be made against it with respect to such Certificate, the Exchange Agent
will issue in exchange for such lost, stolen or destroyed Certificate the shares
of Parent Common Stock and any cash in lieu of fractional shares, and unpaid
dividends and distributions can shares of Parent Common Stock deliverable in
respect thereof, pursuant to this Agreement.

         SECTION 1.11.     Escrow. At the Closing, Parent shall withhold from
the Consideration Common and deliver to the Norwest Bank Minnesota, N.A. as
Escrow Agent (in its capacity as Escrow Agent, the "Escrow Agent"), pursuant to
the terms of an Escrow Agreement among Parent, Roger R. Mayer (the "Shareholder
Agent") and the Escrow Agent substantially in the form of Exhibit B hereto (the
"Escrow Agreement"), 10% of the aggregate Consideration Common (such amount,
together with dividends or other distributions and earnings thereon, being
referred to herein as the "Escrow Amount"), which Escrow Amount shall be held
and disbursed in accordance with the terms of the Escrow Agreement. The Escrow
Amount shall be available to compensate Parent and its affiliates for any
claims, losses, damages, deficiencies, costs and expenses, including reasonable
attorneys' fees and expenses, incurred by parent, its officers, directors or
affiliates (including the Surviving Corporation) in accordance with the
indemnification provisions of Article VII of this Agreement.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except as set forth on the disclosure schedule delivered by the Company
to Parent prior to the execution of this Agreement (the "Company Disclosure
Schedule"), the Company represents and warrants to Parent and Sub as follows:

         SECTION 2.1.      Organization, Standing and Corporate Power. The
Company and each of its subsidiaries (as defined in Section 9.2) is a
corporation duly organized, validly exiting and in good standing under the laws
of the jurisdiction of its incorporation and has all requisite corporate power
and authority to carry on its business as now being conducted. The Company and
each of its subsidiaries is duly qualified or licensed to do business and is in
good standing in each jurisdiction in which the nature of its business or the
ownership, leasing or operation of its properties makes such qualification or
licensing necessary, other than in any such jurisdiction where the failure to be
so qualified or licensed individually or in the aggregate would not have a
material adverse effect (as defined in Section 9.2) on the Company. The Company
has delivered to Parent complete and correct copies of the Articles of
Incorporation and Bylaws, in each use as amended to the date hereof, of the
Company and of each of its subsidiaries.

                                      -7-



         SECTION 2.2.      Subsidiaries. Except as set forth in Section 2.2 of
the Company Disclosure Schedule, the Company has no subsidiaries and does not
own, directly or indirectly, beneficially or of record, any shares of capital
stock or other security of any other entity or any other investment in any other
entity.

         SECTION 2.3.      Capital Structure. The authorized capital stock of
the Company consists of 2,000 shares of Company Common Stock, no per value. At
the close of business on the date immediately preceding the date of this
Agreement, (a) 1,938 shares of Company Common stock were issued and outstanding,
(b) no shares of Company Common Stock were held by the Company in its treasury
and (c) no shares of Company Common Stock were reserved for issuance pursuant to
stock option, stock purchase or similar plans. The holders of record and
beneficial owners of all of the issued and outstanding shares of Company Common
Stock are set forth on Section 2.3 of the Company Disclosure Schedule. Except as
set forth above, at the close of business on the date immediately preceding the
date of this Agreement, no shares of capital stock or other voting securities of
the Company were issued, reserved for issuance or outstanding. All outstanding
shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable and not subject to preemptive rights. There are no
bonds, debentures, notes or other indebtedness of the Company having the right
to vote (or convertible into securities having the right to vote) on any matters
on which shareholders of the Company may vote. There are no securities, options,
warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which the Company is a party, or by which it is bound, obligating
the Company to issue, deliver or sell, or cause to be issued, delivered or sold,
additional shares of capital stock or other voting securities of the Company or
obligating the Company to issue, grant, extend or enter into any such security,
option, warrant, call, right, commitment, agreement, arrangement or undertaking.
There are not any outstanding contractual obligations of the Company to
repurchase, redeem or otherwise acquire any shares of capital stock or other
securities of the Company. There are no shareholder agreements, voting trusts or
other agreements or understandings to which the Company is a party or by which
it is bound relating to the voting of any shares of capital stock of the
Company.

         All of the outstanding capital stock of the Company's subsidiaries is
owned by the Company, directly or indirectly, free and clear of any pledge,
claim, lien, charge, encumbrance or security interest of any kind or nature
whatsoever (collectively, "Liens") or any other limitation or restriction
(including any restriction on the right to vote or sell the same, except as may
be provided as a matter of law). There are no securities of the Company or its
subsidiaries convertible into or exchangeable for, no options or other rights to
acquire from the Company or its subsidiaries, and no other contract,
understanding, arrangement or obligation (whether or not contingent) providing
for the issuance or sale, directly or indirectly, of any capital stock or other
ownership interests in, or any other securities of, any subsidiary of the
Company. There are no outstanding contractual obligations of the Company or its
subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares
of capital stock or other ownership interests in any subsidiary of the Company.

         SECTION 2.4.      Authority; Noncontravention. The Company has the
requisite corporate power and authority to enter into this Agreement and,
subject to approval of this Agreement by the holders of a majority of the
outstanding shares of Company Common Stock, to consummate the

                                      -8-



transactions contemplated by this Agreement. The execution and delivery of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated by this Agreement have been duly authorized by all necessary
corporate action on the part of the Company, subject, in the case of this
Agreement, to approval of this Agreement by the holders of a majority of the
outstanding shares of Company Common Stock. This Agreement has been duly
executed and delivered by the Company and constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms. The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated by this Agreement and compliance
with the provisions of this Agreement will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or to loss of a material benefit under, or result in the creation
of any Lien in or upon any of the properties or assets of the Company under any
provision of (a) the Articles of Incorporation or Bylaws of the Company, (b) any
loan or credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise or license applicable to
the Company or its properties or assets except the two (2) InvestorsBank
Commitments and Loan Agreements both dated September 22, 1998 and the Bank One
Wisconsin f/k/a Bank One, Milwaukee, National Association, Second Amended and
Restated Loan and Security Agreement dated June 29, 1998 or (c), subject to the
governmental filings and other matters referred to in the following sentence,
any (i) statute, law, ordinance, rule or regulation or (ii) judgment, order or
decree applicable to the Company or its properties or assets, other than, in the
case of clause (b) and clause (c)(i), any such conflicts, violations, defaults,
rights or Liens that individually or in the aggregate would not (x) have a
material adverse effect on the Company, (y) impair in any material respect the
ability of the Company to perform its obligations under this Agreement, or (z)
prevent or materially delay the consummation of any of the transactions
contemplated by this Agreement. No consent, approval, order or authorization of,
or registration, declaration or filing with, any third party, including any
Federal, state or local government or any court, administrative agency or
commission or other governmental authority or agency, domestic or foreign (a
Governmental Entity"), is required by or with respect to the Company in
connection with the execution and delivery of this Agreement by the Company or
the consummation by the Company of the transactions contemplated by this
Agreement, except for (1) the filing of a Premerger Notification and report form
by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act"), (2) the filing of the Articles of Merger with the
Wisconsin Secretary of State and appropriate documents with the relevant
authorities of other states in which the Company is qualified to do business and
(3) such other consents, approvals, orders, authorizations, registrations,
declarations and filings the failure of which to be obtained or made would not,
individually or in the aggregate, have a material adverse effect on the Company
or prevent or materially delay the consummation of any of the transactions
contemplated by this Agreement.

         SECTION 2.5.      Financial Information.

                  (a)      The Company has furnished Parent with a copy of (i)
the unaudited balance sheet of the Company as of December 31, 1998, and the
related unaudited statements of income and cash flows for the 3 month period
then ended (together with any notes thereto, the "Interim

                                      -9-



Financials"), and (ii) the audited balance sheets of the Company as of September
26, 1998, 1997 and 1996 and the related audited statements of operations,
shareholders' equity and cash flows for the fiscal years then ended together
with any notes thereto (collectively, the "Annual Financials"). Interim
Financials and the Annual Financials (including, any related note to arch
statements) (i) have been prepared in accordance with GAAP applied on a
consistent basis throughout the period involved, except to the extent required
by change in GAAP and (ii) fairly and accurately present the financial position
of the Company as of the respective dates thereof and the results of operations
and cash flows of the Company for the periods indicated.

                  (b)      Except as and to the extent set forth in the balance
sheet included in the Interim Financials or except as disclosed in the Company
Disclosure Schedule, the Company does not have any liabilities or obligations of
any nature (whether accrued, absolute, contingent or otherwise) that would be
required to be reflected on, or reserved against in, a balance sheet of the
Company or in the notes thereto, prepared in accordance with GAAP, except for
liabilities or obligations incurred in the ordinary course of business since
December 31, 1998, none of which is a liability resulting from breach of
contract, breach of warranty, tort, infringement, claim or lawsuit.

         SECTION 2.6.      Absence of Certain Changes or Events. Since the date
of the Interim Financials, the Company has conducted its business only in the
ordinary course consistent with past practice, and there has not been:

                  (a)      any material adverse change (as defined in Section
9.2) in the company or any of its subsidiaries;

                  (b)      except as disclosed in Section 2.6(b) of the Company
Disclosure Schedule or except as set forth in Section 4.1(a) of this Agreement
any declaration, setting aside or payment of any dividend or other distribution
(whether in cash, stock or property) with respect to any of the Company's
capital stock;

                  (c)      any split, combination or reclassification of any of
the Company's capital stock or any issuance or the authorization of any issuance
of any other securities in respect of, in lieu of or in substitution for shares
of the Company's capital stock;

                  (d)      (x) any granting by the Company or any of its
subsidiaries to any officer of the Company or any of its subsidiaries of any
increase in compensation, except in the ordinary course of business consistent
with prior practice, (y) any granting by the Company or any of its subsidiaries
to any officer of any increase in severance or termination pay or (z) any entry
by the Company or any of its subsidiaries into any employment, severance or
termination agreement with any officer;

                  (e)      any damage, destruction or loans, whether or not
covered by insurance, that individually or in the aggregate would have a
material adverse effect on the Company or any of its subsidiaries;

                                      -10-



                  (f)      any change in accounting methods, principles or
practices by the Company materially affecting its assets, liabilities or
business, except insofar as may have been required by a change in generally
accepted accounting principles;

                  (g)      any tax election that individually or in the
aggregate would have a material adverse effect an the Company or any of its tax
attributes or any settlement or compromise of any material income tax liability;

                  (h)      any incurrence of any material obligation or
liability (whether absolute, accrued, contingent or otherwise and whether due or
to become due), except items incurred in the ordinary course of business and
conduct with past practice;

                  (i)      any write-down of the value of any of the Inventory
(as defined herein) of the Company or of any of its subsidiaries, except for
immaterial write-downs and write-offs made in the ordinary course of business,
consistent with past practice and at a rate no greater than during the twelve
(12) months ended December 31, 1998;

                  (j)      any cancellation of any debts or claims, or waiver of
any rights, of substantial value;

                  (k)      any sale, transfer, conveyance, encumbrance or grant
of any security interest in any of the Company's assets (whether real, personal
or mixed, tangible or intangible), except in the ordinary course of business and
consistent with past practice;

                  (l)      except capital expenditures in connection with the
Company's facility expansion project as disclosed in Section 2.6(l) to the
Company's Disclosure Schedule, any capital expenditure or commitment in excess
of $100,000 in the aggregate for replacements or additions to property, plant,
equipment or intangible capital assets of the Company; or

                  (m)      any agreement, whether in writing or otherwise, to
take any action described in this Section 2.6.

         SECTION 2.7.      Litigation. There is no suit, action or proceeding
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of its subsidiaries that individually or in the aggregate would
have a material adverse effect on the Company, nor is there any judgment,
decree, injunction, rule or order of any Governmental Entity or arbitrator
outstanding against, or, to the knowledge of the Company, investigation by any
Governmental Entity involving, the Company or any of its subsidiaries that
individually or in the aggregate would have a material adverse effect on the
Company.

         SECTION 2.8.      Contracts. Section 2.8 of the Company Disclosure
Schedule sets forth a list of the Company's material contracts. Neither the
Company nor any of its subsidiaries is in violation of or in default under (nor
does there exist any condition which upon the passage of time or the giving of
notice or both would cause such a violation of or default under) any lease,
permit, concession, franchise, license or any other contract, agreement,
arrangement or understanding to

                                      -11-



which it is a party or by which it or any of its properties or assets is bound,
except for violations or defaults that individually or in the aggregate would
not have a material adverse effect on the Company. The Company has not entered
into any contract, agreement arrangement or understanding with any affiliate of
the Company.

         SECTION 2.9.      Compliance with Laws. The Company and each of its
subsidiaries is in compliance with all applicable statutes, laws, ordinances,
regulations, rules, judgments, decrees and orders of any Governmental Entity
(collectively, "Legal Provisions") applicable to its business or operations,
except for instances of possible noncompliance that, individually or in the
aggregate, would not have a material adverse effect on the Company or prevent or
materially delay the consummation of the Merger. The Company and each of its
subsidiaries has in effect all Federal, state, local and foreign governmental
approvals, authorizations, certificates, filings, franchises, licenses, notices,
permits and rights, including all authorizations under Environmental Laws (as
hereinafter defined) ("Permits"), necessary for it to own, lease or operate its
properties and assets and to carry on its business as now conducted, and there
has occurred no default under, or violation of any such Permit, except for the
lack of Permits and for defaults under, or violations of Permits which lack,
default or violation individually or in the aggregate would not have a material
adverts effect on the Company. Except as disclosed in the Company Disclosure
Schedule, the Company has not received any notice or other communication from
any Governmental Entity alleging any violation of any Legal Provision by the
Company.

         SECTION 2.10.     Environmental Matters. For purposes of this
Agreement, the following terms shall have the meanings ascribed to them below:

                  (a)      Definitions:

                           (i)      "Hazardous Material" is any material or
substance that is prohibited or regulated by any Environmental Law or that has
been designated by any Governmental Authority to be radioactive, toxic,
hazardous or otherwise a danger to health, reproduction or the environment.

                           (ii)     "Governmental Authority" is any local,
state, provincial, federal, or international governmental authority or agency
which has had or now has jurisdiction over any portion of the subject matter of
this Agreement, any Business Facility or the Company.

                           (iii)    "Business Facility" is any property
including the land, the improvements thereon, the groundwater thereunder and the
surface water thereon, that is or at any time has been owned, operated,
occupied, controlled or leased by the Company in connection with the operation
of its business.

                           (iv)     "Disposal Site" is a landfill, disposal
agent, waste hauler or recycler of Hazardous Materials.

                           (v)      "Environmental Laws" are all applicable
laws, rules, regulations, orders, treaties, statutes, and codes promulgated by
any Governmental Authority which prohibit, regulate or control any Hazardous
Material or any Hazardous Material Activity, including, without

                                      -12-



limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, the Resource Recovery and Conservation Act of 1976, the
Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials
Transportation Act, the Clean Water Act, comparable laws, rules, regulations,
ordinances, orders, treaties, statutes, and codes of other Governmental
Authorities, the regulations promulgated pursuant to any of the foregoing, and
all amendments and modifications of any of the foregoing, all as amended to
date.

                           (vi)     "Hazardous Materials Activity" is the
transportation, transfer, recycling, storage, use, treatment, manufacture,
removal, remediation, release, exposure of others to, sale, or distribution of
any Hazardous Material or any product containing a Hazardous Material.

                           (vii)    "Environmental Permit" is any approval,
permit, license, clearance or consent required to be obtained from any private
person or any Governmental Authority with respect to a Hazardous Materials
Activity which is or was conducted by the Company. Except a set forth in the
Company Disclosure Schedule, the Company hereby represents and warrants to
Sanmina that:

                  (b)      Condition of Property: As of the Closing, except in
compliance with Environmental Laws in a manner that could not reasonably be
expected to subject the Company to liability, to the knowledge of the Company
after reasonable inquiry, no Hazardous Materials are present on any Business
Facility currently owned, operated, occupied, controlled or leased by the
Company or were present on any other Business Facility at the time it ceased to
be owned, operated, occupied, controlled or leased by the Company. Except as set
forth in Section 2.10(a) of the Company Disclosure Schedule, there are no
underground storage tanks, asbestos which is friable or likely to become friable
or PCBs present on any Business Facility currently owned, operated, occupied,
controlled or leased by the Company or as a consequence of the acts of the
Company or its agents.

                  (c)      Hazardous Materials Activities: The Company has
conducted all Hazardous Material Activities relating to its business in
compliance in all material respects with all applicable Environmental Laws. The
Hazardous Materials Activities of the Company prior to the Closing have not
resulted in the exposure of any person to a Hazardous Material in a manner which
has caused or could reasonably be expected to cause an adverse health effect to
any such person.

                  (d)      Permits: Section 2.10(d) of the Company Disclosure
Schedule accurately describes all of the Environmental Permits currently held by
the Company and relating to its business and the listed Environmental Permits
are all of the Environmental Permits necessary for the continued conduct of any
Hazardous Material Activity of the Company relating to its business as such
activities are currently being conducted. All such Environmental Permits are
valid and in full force and effect. The Company has complied in all material
respects with all covenants and conditions of any Environmental Permit which is
or has been in force with respect to its Hazardous Materials Activities. No
circumstances exist which could cause any Environmental Permit to be revoked,
modified, or rendered non-renewable upon payment of the permit fee. All
Environmental Permits other consent and clearances required by any Environmental
Law or any agreement to which the Company is bound as a condition to the
performance and enforcement of this Agreement, have been obtained or will be
obtained prior to the Closing at no cost to Sanmina.

                                      -13-



                  (e)      Environmental Litigation: Except as set forth in
Section 2.10(e) of the Company Disclosure Schedule, no action, proceeding,
revocation proceeding, amendment procedure, writ, injunction or claim is
pending, or to the best of the Company's knowledge, threatened, concerning or
relating to any Environmental Permit or any Hazardous Materials Activity of the
Company relating to its business, or any Business Facility.

                  (f)      Offsite Hazardous Material Disposal: The Company has
transferred or released Hazardous Materials only to those Disposal Sites set
forth in Section 2.10(f) of the Company Disclosure Schedule; and no action,
proceeding, liability or claim exists or is threatened against any Disposal Site
or against the Company with respect to any transfer or release of Hazardous
Materials relating to the Business to a Disposal Site which could reasonably be
expected to subject the Company to liability.

                  (g)      Environmental Liabilities: The Company is not aware
of any fact or circumstance, which could result in any environmental liability
which could reasonably be expected to result in a material adverse effect on the
business or financial status of the Company.

                  (h)      Reports and Record: The Company has delivered to
Sanmina or made available for inspection by Sanmina and its agents,
representative and employees all records in the Company's possession concerning
the Hazardous Material Activities of the Company relating to its business and
all environmental audits and environmental assessments of any Business Facility
conducted at the request of, or otherwise in the possession of the Company. The
Company has complied with all environmental disclosure obligations imposed by
applicable law with respect to this transaction.

         SECTION 2.11.     Labor Matters. There are no collective bargaining
agreements or other labor union agreements to which the Company or any of its
subsidiaries is a party, or by which it is bound. The Company and each of its
subsidiaries is in compliance with all federal, state and local laws respecting
employment and employment practices, terms and conditions of employment and
wages and hours, and is not engaged in any unfair labor practice. There is no
unfair labor practice complaint against the Company or any of its subsidiaries
pending or, to the knowledge of the Company, threatened before the National
Labor Relations Board or the United States Department of Labor. There is no
labor strike, dispute, slowdown or stoppage in progress or, to the knowledge of
the Company, threatened against or involving the Company or any of its
subsidiaries. No question concerning representation has been raised or, to the
knowledge of the Company, is threatened respecting the Company or any of its
subsidiaries. No grievance or arbitration proceeding is pending and, to the
knowledge of the Company, no claim therefor exists. No private agreement
restricts the Company or any of its subsidiaries from relocating, closing or
terminating any of its operations or facilities. Neither the Company nor any of
its subsidiaries has, in the past three years, experienced any labor strike,
dispute, slowdown, stoppage or other labor difficulty.

         SECTION 2.12.     Absence of Changes in Benefit Plans. Except as
disclosed in Section 2.12 of the Company Disclosure Schedule, since December 31,
1998, there has not been any adoption or amendment in any material respect by
the Company or any of its subsidiaries of any collective bargaining agreement or
any bonus, pension, profit sharing, deferred compensation, incentive

                                      -14-



compensation, stock ownership, stock purchase, stock option, phantom stock,
retirement, vacation, severance, disability, death benefit, hospitalization,
medical or other plan, arrangement or understanding (whether or not legally
binding) providing benefits to any current or former employee, officer or
directors of the Company (collectively, "Benefit Plans"). Except as disclosed in
the Company Disclosure Schedule, there exist no employment, consulting,
severance, termination or indemnification agreements, arrangements or
understandings between the Company, any current or former employee, officer or
director of the Company, which is either currently effective or will become
effective at the Closing Date.

         SECTION 2.13.     ERISA Compliance.

                  (a)      Section 2.13(a) of the Company Disclosure Schedule
contains a list and brief description of all "employee pension benefit plans"
(as defined in Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"),
"employee welfare benefit plans" (as defined in Section 3(1) of ERISA),
"employee benefit plans" (as defined in Section 3(3) of ERISA), which are
maintained in connection with any trust described in Section 501(c)(9) of the
Code, and all other Benefit Plans maintained, or contributed to, by the Company
or any person or entity that, together with the Company, is treated as a single
employer under Section 414(b), (c), (m) or (o) of the Code (the Company and each
such other person or entity, a "Commonly Controlled Entity") for the benefit of
any current or former employees, officers or directors of the Company. The
Company has made available to Parent true, complete and correct copies of (i)
each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions
thereof), (ii) the most recent annual report on Form 5500 filed with the
Internal Revenue Service with respect to each Benefit Plan.(if any such report
was required), (iii) the most recent summary plan description for each Benefit
Plan for which such summary plan description is required and (iv) each trust
agreement and group annuity contract relating to any Benefit Plan. Each Benefit
Plan has been administered in all material respects in accordance with its
terms. The Company and all the Benefit Plans are all in compliance in all
material respects with applicable provisions of ERISA and the Code.

                  (b)      All Pension Plans have been the subject of
determination letters from the Internal Revenue Service to the affect that such
Pension Plans are qualified and exempt from Federal income taxes under Section
401(a) and 501(a), respectively, of the Code, and no such determination letter
has been revoked nor has any event occurred since the date of its most recent
determination letter or application therefor that would adversely affect its
qualification or materially increase its costs.

                  (c)      Neither the Company nor any Commonly Controlled
Entity has maintained, contributed or been obligated to contribute to any
Benefit Plan that is subject to Title IV of ERISA.

                  (d)      With respect to any Benefit Plan that is an employee
welfare benefit plan, there are no understandings, agreements or undertakings,
written or oral, that would prevent any such plan (including any such plan
covering retirees or other former employees) from being amended or terminated
without material liability to the Company on or at any time after the Effective
Time.

                                      -15-



                  (e)      Neither the Company nor any of its subsidiaries
contributes to or has any liability to the Pension Benefit Guaranty Corporation
or any other person, plan or entity under or with respect to (i) a pension plan
subject to Title IV of ERISA or Section 412 of the Code, (ii) a multi-employer
pension plan, as defined in Section 3(37) of ERISA or (iii) an employee welfare
benefit plan. Neither the Company nor any of its subsidiaries maintain an
employee welfare benefit plan providing health or medial benefits for retired
employees.

                  (f)      No employee welfare benefit plan of the company or
any of its subsidiaries provides for continuing benefits or coverage after
termination or retirement from employment, except with respect to any "group
health plan" as defined in Section 4980B(g) of the Code and Section 607 of
ERISA. With respect to any Benefit Plan which is a "group health plan," as so
defined, the Company warrants that in all "qualified events" (including those
resulting from the Merger) occurring prior to or on the Closing Date, the
Company has or will offer to its eligible employees and their "qualified
beneficiaries" the opportunity to elect continuation coverage under Section 602
of ERISA to the extent required by ERISA Sections 601-607 and will provide that
coverage if elected, at no expense to Parent.

                  (g)      There is no Benefit Plan covering any employee or
former employee of the Company or any of its subsidiaries that, individually or
collectively, could give rise to the payment of an amount that would not be
deductible pursuant to the terms of Sections 280G or 162 of the Code.

                  (h)      Neither the Company nor any of its subsidiaries nor
any of their "affiliates" (as defined in ERISA) has ever participated in or
withdrawn from a multi-employer plan as defined in Section 4001(a)(3) of Title
IV of ERISA, and neither the Company nor any of its subsidiaries has incurred or
owes any liability as a result of any partial or complete withdrawal by any
employer from such a multi-employer plan as designated under Sections 4201,
4203, or 4205 of ERISA.

                  (i)      No employee of the Company or any of its subsidiaries
is obligated under any agreement or judgment that would conflict with such
employee's obligation to use his best efforts to promote the interests of the
Company or would conflict with the Company's business as conducted or proposed
to be conducted. No employee of the Company or any of its subsidiaries is in
violation of the terms of any employment agreement or any other agreement
relating to such employee's relationship with any previous employer and no
litigation is pending or threatened with regard thereto.

                  (j)      No employee of the Company will be entitled to any
additional compensation or benefits or any acceleration of the time of payment
or vesting of any compensation or benefits under any Benefit Plan as a result of
the transactions contemplated by this Agreement.

                  (k)      The deduction of any amount payable pursuant to the
terms of the Benefit Plans will not be subject to disallowances under Section
162(m) of the Code.

                                      -16-



         SECTION 2.14.     S Corporation Status. The Company is an S
corporation, as defined in Section 1361 of the Code, has been an S corporation
since September 1, 1989, and will continue to be an S corporation until the
Closing Date.

         SECTION 2.15.     Taxes. As of the Effective Time: The Company has
filed on or before the applicable due date except as extended until June 15,
1999 all Tax returns and reports ("Returns") required to be filed by it relating
to any and all Taxes concerning or attributable to the Company or its
operations, and such Returns were, when filed, true and correct and have been
completed in all respects in accordance with applicable law. The Interim
Financials reflect an adequate reserve for all taxes required to be paid or
accrued by the Company for all taxable periods and portions thereof through the
date of such financial statements except for the Wisconsin Environmental
Surcharge in a maximum amount of less than $10,000. No deficiencies for any
taxes have been proposed, asserted or assessed against the Company, nor is there
any reasonable basis for the assertion of any such deficiency. No material
special charges, penalties, fines, liens, or similar encumbrances have been
asserted against the Company with respect to payment of or failure to pay any
taxes. Proper amounts have been withheld by the Company from employee
compensation payments for all periods in compliance with the Tax withholding
provisions of applicable federal and state laws. None of the Federal income Tax
returns of the Company within the past seven years have been examined by the
United States Internal Revenue Service for the fiscal years through September
26, 1998. The Company has not been delinquent in the payment of any Tax, nor is
there any Tax deficiency outstanding, proposed or assessed against the Company,
nor has the Company executed any waiver of any statute of limitations on or
extending the period for the assessment or collection of any Tax. There is no
pending, or to the knowledge of the Company, threatened action, audit,
proceeding or investigation for the assessment or collection of any Taxes, nor
has the Company been notified within the past seven years of any request for
such an audit or other examination. There are no requests for rulings,
subpoenas, or information pending with respect to any taxing authority. The
Company does not have any liabilities for unpaid federal, state, local, and
foreign Taxes which have not been accrued or reserved against in accordance with
GAAP on the Company's balance sheet, whether asserted or unasserted, contingent
or otherwise. The Company has not taken any action nor does it have any
knowledge of any fact or circumstance that is reasonably likely to prevent the
Merger from qualifying as a reorganization within the meaning of Section 368(a)
of the Code. As used in this Agreement, "Tax" or collectively "Taxes" shall
include all Federal, state, local and foreign taxes, assessments and other
governmental charges, duties, imposition and liabilities, including taxes based
upon or measured by gross receipts, profits, use and occupation, and value
added, ad valorem, transfer, franchise, withholding, payroll, recapture,
employment, income, property, sales, excise and other taxes, tariffs or
governmental charges of any nature whatsoever together with all image,
penalties, and additions imposed with respect to such amounts and any obligation
under any agreements or arrangements with any other person with respect to such
amounts and including any liability for taxes of a predecessor entity.

         SECTION 2.16.     No Excess Parachute Payments. No amount that could be
received (whether in cash or property or the vesting of property) as a result of
any of the transactions contemplated by this Agreement by any employee, officer
or director of the Company or any of its subsidiaries who is a "disqualified
individual" (as such term is defined in proposed Treasury

                                      -17-



Regulation Section 1.280G-1) under any employment, severance or termination
agreement, other compensation arrangement or Benefit Plan currently in effect
would be an "excess parachute payment" (as such term is defined in Section
280G(b)(l) of the Code). No such person is entitled to receive any additional
payment from the Company, the Surviving Corporation or any other person (a
"Parachute Gross-Up Payment") in the event that the excise Tax of Section
4999(a) of the Code is imposed on such person. No officer, director or employee
of the Company or any of its subsidiaries has been granted any right to seize
any Parachute Gross-up Payment by the Company or any of its subsidiaries.

         SECTION 2.17.     Title to Properties.

                  (a)      Section 2.17 of the Company Disclosure Schedule
contains a correct and complete list of each item of capital equipment,
including machinery and equipment, tools, dies, fixtures, furniture,
furnishings, plant and office equipment and vehicles with a value in exotics of
$50,000 which is owned by the Company or one of its subsidiaries and used in
connection with its business (the "Equipment").

                  (b)      The Company and each of its subsidiaries has good and
marketable title to, or valid leasehold interests in, all its material
properties and assets except for such as are no longer used or useful in the
conduct of its businesses or as have been disposed of in the ordinary course of
business and except for defects in title, easements, restrictive covenants and
similar encumbrances that individually or in the aggregate would not materially
interfere with the ability of the Company or any of its subsidiaries to conduct
its business as currently conducted. All such material assets and properties,
other than assets and properties in which the Company or any of its subsidiaries
has a leasehold interest, are free and clear of all Liens and except for Liens
that individually or in the aggregate would not materially interfere with the
ability of the Company and each of its subsidiaries to conduct its business as
currently conducted.

                  (c)      The Company and each of its subsidiaries has complied
in all material respects with the terms of all material leases to which it is a
party and under which it is in occupancy, and all such leases are in full force
and effect. The Company and/or one or more of its subsidiaries enjoys peaceful
and undisturbed possession wider all such material leases, except for failures
to do so that would not individually or in the aggregate have a material adverse
effect on the Company.

         SECTION 2.18.     Intellectual Property. The Company owns, or is
validly licensed or otherwise has the right to use, all patents, patent rights,
trademarks, trademark rights, trade names, trade name rights, service marks,
service mark rights, copyrights and other proprietary intellectual property
rights and computer programs (collectively, "Intellectual Property Rights")
which are material to the conduct of the business of the Company and its
subsidiaries taken as a whole. No claims are pending or, to the knowledge of the
Company, threatened that the Company or any of its subsidiaries is infringing or
otherwise adversely affecting the rights of any person with regard to any
Intellectual Property Right. To the knowledge of the Company, no person is
infringing the rights of the Company or any of its subsidiaries with respect to
any Intellectual Property Right. Neither the

                                      -18-



Company nor any of its subsidiaries has licensed, or otherwise granted, to any
third party, any rights in or to any Intellectual Property Rights.

         SECTION 2.19.     Voting Requirements. The affirmative vote of a
majority of the shareholders of the Company is the only vote of the holders of
any class or series of the Company's capital stock necessary to approve this
Agreement and the transactions contemplated by this Agreement.

         SECTION 2.20.     Brokers; Schedule of Fees and Expenses. No broker,
investment banker, financial advisor or other person is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Company.

         SECTION 2.21.     Accounting Matters. The Company has not taken or
agreed to take any action that would prevent the business combination to be
effected by the Merger to be accounted for as a pooling of interests.

         SECTION 2.22.     Equipment and Other Personal Property Leases.

         Section 2.22 of the Company Disclosure Schedule sets forth a correct
and complete list of all of the leases of Equipment. and other personal property
to which the Company or any of its subsidiaries is a party (the "Equipment and
Other Personal Property Leases"). The Equipment and Other Personal Property
Leases listed in Section 2.22 include all leases by the Company or any of its
subsidiaries of any item of personal property used by the Company or any of its
subsidiaries in connection with the operation of their businesses. Except as set
forth in such Section 2.22, all of the equipment and personal property leased by
the Company or any of its subsidiaries under the Equipment, and Other Personal
Property Leases is currently used by the Company and/or one or more of its
subsidiaries in the ordinary course of their businesses. The Company has
delivered to Parent correct and complete copies of all Equipment and Other
Personal Property Leases. The Equipment and Other Personal Property Leases are
valid, subsisting and in full force and effect, and neither the Company nor any
other party thereto is in default of any of its obligations under any of such
leases. Except as set forth in such Section 2.22, no consent to the consummation
of the transactions contemplated by this Agreement is required from the lessors
of any of the Equipment or Other Personal Property.

         SECTION 2.23.     Product and Service Warranties. Except as described
in Section 2.23 of the Company Disclosure Schedule, neither the Company nor any
of its subsidiaries has given or made any warranties to third parties with
respect to any products supplied or services performed in respect of their
businesses which may still be in effect at any time after the date hereof,
except for warranties imposed by law. Except as described in such Section 2.23,
there have been no claims or investigations made with respect to any product or
service warranties which have not been fully settled and resolved or any
unresolved warranty claims. The Company does not know or have any reason to know
of any basis for any other claim or investigation.

                                      -19-



         SECTION 2.24.     Orders, Commitments and Returns. Section 2.24 of the
Company Disclosure Schedule contains a correct and complete list of purchase
orders, contracts and agreements for the sale of goods and services by the
Company or any of its subsidiaries (collectively, the "Customer Purchase
Orders"). Each of the Customer Purchase Orders is a firm purchase order that has
been released by the customer for production and no Customer Purchase Order is
based on sales forecasts or other estimates of customer requirements that has
not yet been released for production or converted to a firm purchase order. Each
of the Customer Purchase Orders is in full force and effect and is a valid and
binding obligation of the customer, and neither the Company nor any of its
subsidiaries nor, to the knowledge of the Company, any of the other parties
thereto is in default under any of the Customer Purchase Orders. The aggregate
of all accepted and unfilled orders for the sale of merchandise entered into by
the Company or any of its subsidiaries does not exceed an amount which can
reasonably be expected to be filled in the ordinary course of business on a
schedule which will maintain satisfactory customer relationships, and the
aggregate of all contracts or commitments for the purchase of products by the
Company and all of its subsidiaries does not exceed an amount which is
reasonable for the anticipated volumes of their businesses (all of which orders,
contracts and commitments were made in the ordinary course of business). There
are no asserted, or if unasserted, sustainable, claims to return merchandise of
the Company or any of its subsidiaries by reason of alleged overshipments,
defective merchandise, breach of warranty or otherwise. There is no merchandise
in the hands of customers under any understanding that such merchandise is
returnable other than pursuant to the standard returns policy set forth in the
contracts of the Company or any of its subsidiaries. The Company does not know
or have reason to believe that either the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby will
result in any cancellations or withdrawals of accepted and unfilled orders for
the sale of merchandise.

         SECTION 2.25.     Customers. Section 2.25 of the Company Disclosure
Schedule contains a correct and complete list of all customers and accounts of
the Company and each of its subsidiaries in respect of their businesses (the
"Customers") and a correct and complete list of all contracts between any
Customer and the Company or any of its subsidiaries (the "Customer Contracts").
The Company has provided to Parent such other records and documentation
regarding the Customers as Parent has reasonably requested. Neither the Company
nor any of its subsidiaries has received any information from any Customer
listed in such Section 2.25 that such Customer will not continue as a customer
of the Company, such subsidiary or Parent after the Closing or that any such
Customer intends to terminate or materially modify any such Customer Contract.

         SECTION 2.26.     Suppliers. Section 2.26 of the Company Disclosure
Schedule contains an accurate and complete list of the names and addresses of
the ten largest suppliers from whom the Company or any of its subsidiaries has
purchased supplies during the past fiscal year. Neither the Company nor any of
its subsidiaries has received any indication from any supplier listed on such
Section 2.26 (or otherwise has any reason to believe) that such supplier will
not continue as a supplier of the Company, such subsidiary or Parent after the
Closing.

         SECTION 2.27.     Inventory. Section 2.27 of the Company Disclosure
Schedule contains a correct and complete list of all inventory of the Company
and its subsidiaries, including supplies,

                                      -20-



raw materials, work-in-process, spare parts, finished goods and returned
material, both useable and excess, obsolete and damaged, used in connection with
their businesses (the "Inventory"). The Inventory is of good and merchantable
quality and are usable and saleable in the ordinary course of the Company's and
its subsidiaries' businesses, except for items of obsolete materials and
materials of below standard quality, all of which have been written down to
realizable market value or for which adequate reserves have been provided.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                OF PARENT AND SUB

         Except as set forth on the disclosure schedule delivered by the Parent
and Sub to Company prior to the execution of this Agreement (the "Parent/Sub
Disclosure Schedule") and except as sets forth in the Parent SEC Documents (as
defined below), Parent and Sub represent and warrant to the Company as follows:

         SECTION 3.1.      Organization, Standing and Corporate Power. Each of
Parent and Sub is a corporation duly organized, validly existing and in good
standing under the laws of Delaware and Wisconsin, respectively, and has all
requisite corporate power and authority to carry on its business as now being
conducted. Each of Parent and Sub is duly qualified or licensed to do business
and is in good standing in each jurisdiction in which the nature of its business
or the ownership, leasing or operation of its properties makes such
qualification or licensing necessary, other than in such jurisdictions where the
failure to be so qualified or licensed individually or in the aggregate would
not have a material adverse effect on Parent. Parent has delivered to the
Company complete and correct copies of its Certificate of Incorporation and
Bylaws and the Articles of Incorporation and Bylaws of Sub, in each case as
amended to the date hereof.

         SECTION 3.2.      Capital Structure. The authorized capital stock of
Parent consists of 200,000,000 shares of Common Stock, par value $0.01 per share
and 5,000,000 shares of preferred stock, par value $0.01 per share ("Preferred
Stock"). At the close of business on March 24, 1999, (a) 56,934,737 shares of
Parent Common Stock were issued and outstanding (b) no shares of Preferred Stock
were held by Parent in its treasury, and (c) 10,818,557 shares of Parent Common
Stock were reserved for issuance pursuant to Parent's stock option and employee
stock purchase plan ("Parent Equity Incentive Plans"). Except as set forth
above, at the close of business on March 24, 1999, no shares of capital stock or
other voting securities of Parent were issued, reserved for issuance or
outstanding. All outstanding shares of capital stock of Parent are, and all
shares which may be issued pursuant to the Parent Equity Incentive Plans will
be, when issued in accordance with the terms thereof, duly authorized, validly
issued, fully paid and nonassessable and not subject to preemptive rights. There
are no bonds, debentures, notes or other indebtedness of Parent having the right
to vote (or convertible into securities having the right to vote) on any matters
on which shareholders of Parent may vote. Except as set forth above, there are
no securities, options, warrants, calls, rights, commitments, agreements,
arrangements or undertakings of any kind to which Parent is a party, or by which
it is bound, obligating Parent to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock or other voting securities
of Parent or

                                      -21-



obligating Parent to issue, grant, extend or enter into any such security,
option, warrant, call, right, commitment, agreement, arrangement or undertaking.
There are not any outstanding contractual obligations of Parent to repurchase,
redeem or otherwise acquire any shares of capital stock or other securities of
Parent. There are no shareholder agreements, voting trusts or other agreements
or understandings to which Parent is a party or by which it is bound relating to
the voting of any shares of capital stock of Parent.

         All of the outstanding capital stock of Parent's subsidiaries is owned
by Parent, directly or indirectly, free and clear of any lien (as defined in
Section 2.3) or any other limitation or restriction (including any restriction
on the right to vote or sell the same, except as may be provided as a matter of
law). There are no securities of Parent or its subsidiaries convertible into or
exchangeable for, no options or other rights to acquire from Parent or its
subsidiaries, and no other contract, understanding, arrangement or obligation
(whether or not contingent) providing for the issuance or sale, directly or
indirectly, of any capital stock or other ownership interests in, or any other
securities of, any subsidiary of Parent. There are no outstanding contractual
obligations of Parent or its subsidiaries to repurchase, redeem or otherwise
acquire any outstanding shares of capital stock or other ownership interests in
any subsidiary of Parent.

         SECTION 3.3.      Authority; Noncontravention. Parent and Sub have all
requisite corporate power and authority to enter into this Agreement (and, in
the case of Parent, the Shareholder Agreement), and to consummate the
transactions contemplated by this Agreement (and, in the case of Parent, those
contemplated by the Shareholder Agreement). The execution and delivery of this
Agreement (and, in the case of Parent, the Shareholder Agreement), and the
consummation of the transactions contemplated by this Agreement (and, in the
case of Parent, those contemplated by the Shareholder Agreement), have been duly
authorized by all necessary corporate action on the part of Parent and Sub. This
Agreement (and, in the case of Parent, the Shareholder Agreement) has been duly
executed and delivered by Parent and Sub, and constitutes a valid and binding
obligation of each such party, enforceable against each such party in accordance
with its terms. The execution and delivery of this Agreement and the Shareholder
Agreement do not, and the consummation of the transactions contemplated by this
Agreement and the Shareholder Agreement and compliance with the provisions of
this Agreement and the Shareholder Agreement will not, conflict with, or result
in any violation of, or default (with or without notice of lapse of time, or
both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a material benefit under, or result
in the creation of any Lien upon any of the properties or assets of Parent or
any of its subsidiaries under, any provision of (a) the Certificate of
Incorporation or Bylaws of Parent or the Articles of Incorporation or Bylaws of
Sub or any provision of the comparable charter or organizational documents of
any other subsidiary of Parent, (b) any loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit, concession,
franchise or license applicable to Parent, Sub or any other subsidiary of Parent
or their respective properties or assets or (c) subject to the governmental
filings and other matters referred to in the following sentence, any (i)
statute, law, ordinance, rule or regulation or (ii) judgment, order or decree
applicable to Parent, Sub or any other subsidiary of Parent or their respective
properties or assets, other than, in the case of clause (b) and clause (c)(i),
any such conflicts, violations, defaults, rights or Liens that individually or
in the aggregate would not (x) have a material adverse effect on Parent,

                                      -22-



(y) impair in any material respect the ability of Parent and Sub to perform
their respective obligations hereunder or (z) prevent or materially delay the
consummation of any of the transactions contemplated by this Agreement. No
consent, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Entity is required by or with respect to Parent,
Sub or any other subsidiary of Parent in connection with the execution and
delivery of this Agreement (and, in the case of Parent, the Shareholder
Agreement) by Parent and Sub or the consummation by Parent and Sub of the
transactions contemplated by this Agreement (and, in the case of Parent, those
contemplated by the Shareholder Agreement), except for (1) the filing of a
premerger notification and report form under the HSR Act, (2) the filing of the
Articles of Merger with the Wisconsin Secretary of State and appropriate
documents with the relevant authorities of other states in which Parent is
qualified to do business and (3) such other consents, approvals, orders,
authorizations, registrations, declarations and filings as may be required under
the "blue sky" laws of various states, the failure of which to be obtained or
made would not, individually or in the aggregate, have a material adverse affect
on parent or prevent or materially delay the consummation of any of the
transactions contemplated by this Agreement.

         SECTION 3.4.      SEC Documents. Parent has filed all required reports,
schedules, forms, statements and other documents with the SEC since January 1,
1995 (the "SEC Documents"). As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Securities Act of
1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the
rules and regulations of the SEC promulgated thereunder applicable to such SEC
Documents, and none of the SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Except to the extent
that information contained in any SEC Document has been revised or superseded by
a later filed SEC Document, none of the SEC Documents contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The financial
statements of Parent included in the SEC Documents comply as to form in all
material respects with applicable accounting requirements and the published
rules and regulation of the SEC with respect thereto, have been prepared in
accordance with generally accepted accounting principles (except, in the case of
unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on
a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly present the consolidated financial position of
Parent as of the dates thereof and the results of its operations and cash flows
for the periods then ended (subject, in the case of unaudited financial forms,
statements and other documents filed with the SEC by Parent ("Filed Parent SEC
Documents"), Parent has no liabilities or obligation of any nature (whether
accrued, absolute, contingent or otherwise) which, individually or in the
aggregate, would have a material adverse effect on Parent.

         SECTION 3.5.      Absence of Certain Changes or Events. Except as
disclosed in the Filed Parent SEC Documents and publicly available prior to the
date of this Agreement, since the date of the most recent unaudited financial
statements included in the Filed Parent SEC Documents and

                                      -23-



through the date of this Agreement, Parent has conducted its business only in
the ordinary course consistent with past practice, and there has not been:

                  (a)      any material adverse change (as defined in Section
9.2) in Parent;

                  (b)      any declaration, setting aside or payment of any
dividend or other distribution (whether in cash, stock or property) with respect
to any of the Parent's capital stock;

                  (c)      any split, combination or reclassification of any of
its capital stock or any issuance or the authorization of any issuance of any
other securities in respect of, in lieu of or in substitution for shares of its
capital stock;

                  (d)      any damage, destruction or loss, whether or not
covered by insurance, that individually or in the aggregate would have a
materiel adverse effect on parent or any of its subsidiaries;

                  (e)      any change in accounting methods, principles or
practices by Parent materially affecting its assets, liabilities or business,
except insofar as may have been required by a change in generally accepted
accounting principles;

                  (f)      any Tax election that individually or in the
aggregate would have a material adverse effect on Parent or any of its Tax
attributes or any settlement or compromise of any material income Tax liability;

                  (g)      any incurrence of any material obligation or
liability (whether absolute, accrued, contingent or otherwise and whether due or
to become due), except items incurred in the ordinary course of business and
consistent with past practice;

                  (h)      any cancellation of any debts or claims, or waiver of
any rights, of substantial value;

                  (i)      any sale, transfer, conveyance, encumbrance or grant
of any security interest in any of Parent's assets (whether real, personal or
mixed, tangible or intangible), except in the ordinary course of business and
consistent with past practice; or

                  (j)      any agreement, whether in writing or otherwise, to
take any action described in this Section 3.5.

         SECTION 3.6.      Litigation. There is no suit, action or proceeding
pending or, to the knowledge of Parent, threatened against or affecting Parent
or any of its subsidiaries that individually or in the aggregate would have a
material adverse effect on Parent, nor is there any judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator outstanding
against, or, to the knowledge of Parent, investigation by any Governmental
Entity involving, Parent or any of its subsidiaries that individually or in the
aggregate would have a material adverse effect on Parent.

                                      -24-



         SECTION 3.7.      Compliance with Laws. Parent and each of its
subsidiaries is in compliance with all applicable statutes, laws, ordinances,
regulations, rules, judgments, decrees and orders of any Governmental Entity
(collectively, "Legal Provisions") applicable to its business or operations,
except for instances of possible noncompliance that, individually or in the
aggregate, would not have a material adverse effect on Parent or prevent or
materially delay the consummation of the Merger. Parent and each of its
subsidiaries has in effect all Federal, state, local and foreign governmental
approvals, authorizations, certificates, filings, franchises, licenses, notices,
permits and rights, including all authorizations under Environmental Laws (as
defined in Section 2.9) ("Permits"), necessary for it to own, lease or operate
its properties and assets and to carry on its business as now conducted, and
there has occurred no default under, or violation of, any such Permit, except
for the lack of Permits and for defaults under, or violations of, Permits which
lack, default or violation individually or in the aggregate would not have a
material adverse effect on Parent. Except as disclosed in the Filed Parent SEC
Documents, Parent has not received any notice or other communication from any
Governmental Entity alleging any violation of any Legal Provision by Parent.

         SECTION 3.8.      Taxes. Parent has not taken any action nor does it
have any knowledge of any fact or circumstance that is reasonably likely to
prevent the Merger from qualifying as a reorganization within the meaning of
Section 368(a) of the Code.

         SECTION 3.9.      Title to Properties. Parent and each of its
subsidiaries has good and marketable title to, or valid leasehold interests in,
all its material properties and assets except for such as are no longer used or
useful in the conduct of its businesses or as have been disposed of in the
ordinary course of business and except for defects in title, easements,
restrictive covenants and similar encumbrances that individually or in the
aggregate would not materially interfere with the ability of Parent or any of
its subsidiaries to conduct its business as currently conducted. All such
material assets and properties, other than assets and properties in which Parent
or any of its subsidiaries has a leasehold interest, are free and clear of all
Liens and except for Liens that individually or in the aggregate would not
materially interfere with the ability of Parent and each of its subsidiaries to
conduct its business as currently conducted. Parent and each of its subsidiaries
has complied in all material respects with the terms of all material leases to
which it is a party and under which it is in occupancy, and all such leases are
in full force and effect. Parent and/or one or more of its subsidiaries enjoys
peaceful and undisturbed possession under all such material leases, except for
failures to do so that would not individually or in the aggregate have a
material adverse effect on Parent.

         SECTION 3.10.     Voting Requirements. No vote of or other action by
the holders of Parent's Common Stock (or securities convertible into Parent's
Common Stock) is necessary in connection with the approval of this Agreement or
the consummation by Parent of the transactions contemplated by this Agreement.

         SECTION 3.11.     Brokers; Schedule of Fees and Expense. Except for
fees of approximately $400,000 to be paid to Broadview Associates, no broker,
investment banker, financial advisor or other person is entitled to any
broker's, finder's, financial advisor's or other similar fee or

                                      -25-



commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of Parent.

         SECTION 3.12.     Accounting Matters. Parent has not taken or agreed
to take any action that would prevent the business combination to be effected by
the Merger to be accounted for as a pooling of interests.

         SECTION 3.13.     Interim Operations of Sub. Sub was formed solely for
the purpose of engaging in the transactions contemplated hereby, has engaged in
no other business activities and has conducted its operations only as
contemplated hereby.

                                   ARTICLE IV
                       CONDUCT PRIOR TO THE EFFECTIVE TIME

         SECTION 4.1.      Conduct of Business by the Company. During the period
from the date of this Agreement to the Effective Time, the Company shall carry
on its business in the ordinary course consistent with the manner as heretofore
conducted and, to the extent consistent therewith, use reasonable efforts to
preserve intact its current business organization, keep available the services
of its current officers and employees and preserve its relationships with
customers, suppliers, licensers, licensees, distributors and others having
business dealings with it. Without limiting the generality of the foregoing,
during the period from the date of this Agreement to the Effective Time, the
Company shall not:

                  (a)      (i) declare, set aside or pay any dividends on, or
make any other distributions in respect of; any of its capital stock except for
dividends or distributions sufficient to cover but not exceed S corporation Tax
liability of the Company's shareholders which dividend shall represent 1998
through the close of the S corporation tax year, (ii) split, combine or
reclassify any of its capital stock or issue or authorize the issuance of any
other securities in respect of, in lieu of or in substitution for shares of its
capital stock, or (iii) purchase, redeems or otherwise acquire any share of
capital stock of the Company or any other securities thereof or any rights,
warrants or options to acquire any such shares or other securities;

                  (b)      amend its Articles of Incorporation, Bylaws or other
comparable charter or organizational documents;

                  (c)      acquire or agree to acquire (i) by merging or
consolidating with, or by purchasing a substantial portion of the assets of or
by any other manner, any business or any corporation, partnership, joint
venture, association or other business organization or division thereof or (ii)
any assets which, individually, is in excess of $50,000 or, in the aggregate,
are in excess of $100,000, except purchases of inventory in the ordinary course
of business consistent with past practice;

                  (d)      take any action that would, or that could reasonably
be expected to, result in (i) any of its representations and warranties set
forth in this Agreement that are qualified as to materiality becoming untrue,
(ii) any of such representations and warranties that are not so qualified

                                      -26-



becoming untrue in any material respect or (iii) any of the conditions to the
Merger set forth in Article VI not being satisfied;

                  (e)      issue, deliver, sell, pledge or otherwise encumber
any shares of its capital stock, any other voting securities or any securities
convertible into, or any rights, warrants or options to acquire, any such
shares, voting securities or convertible securities;

                  (f)      sell, lease, license, mortgage or otherwise encumber
or subject to any Lien or otherwise dispose of any of its properties or assets,
except sales of inventory in the ordinary course of business consistent with
past practice;

                  (g)      (i) incur any indebtedness for borrowed money or
guarantee any such indebtedness of another person, issue or sell any debt
securities or warrants or other rights to acquire any debt securities of the
Company, guarantee any debt securities of another person, enter into any "keep
well" or other agreement to maintain any financial statement condition of
another person or enter into any arrangement having the economic effect of any
of the foregoing, except for short-term borrowings incurred in the ordinary
course of business consistent with past practice or (ii) make any loans,
advances or capital contributions to, or investments in, any other person, other
than advances to employees in the ordinary course in accordance with past
practice;

                  (h)      except capital expenditures in connection with the
Company's facility expansion project as disclosed in Section 2.6 of the Company
Disclosure Schedule, make or agree to make any new capital expenditure or
expenditures which, individually, is in excess of $50,000 or, in the aggregate,
are in excess of $100,000;

                  (i)      pay, discharge, settle or satisfy any claims,
liabilities or obligations (absolute, accrued, asserted or unasserted,
contingent or otherwise), other than the payment, discharge or satisfaction, in
the ordinary course of business consistent with past practice or in accordance
with their terms, of liabilities reflected or reserved against in, or
contemplated by, the Interim Financials or incurred in the ordinary course of
business consistent with past practice, or waive any material benefits of, or
agree to modify in any material respect, any confidentiality, standstill or
similar agreements to which the Company is a party;

                  (j)      except in the ordinary course of business, modify,
amend or terminate any material contract or agreement to which the Company is a
party or waive, release or assign any material rights or claims thereunder;

                  (k)      enter into any contracts, agreements, arrangement or
understandings relating to the distribution, sale or marketing by third parties
of the Company's products or products licensed by the Company;

                  (l)      except as required to comply with applicable law, (i)
adopt, enter into, terminate or amend any Benefit Plan or other arrangement for
the benefit or welfare of any director, officer or current or former employee,
(ii) increase in any manner the compensation or fringe benefits of, or pay any
bonus to, any director, officer or employee (except for normal increases of

                                      -27-



cash compensation or cash bonuses in the ordinary course of business consistent
with past practice), (iii) pay any benefit not provided for under any Benefit
Plan, (iv) except as permitted in clause (ii), grant any awards under any bonus,
incentive, performance or other compensation plan or arrangement or Benefit Plan
(including the grant of stock options, stock appreciation rights, stock based or
stock related awards, performance units or restricted stock or the removal of
existing restrictions in any Benefit Plans or agreements or awards made
thereunder) or (v) take any action to fund or in any other way secure the
payment of compensation or benefits under any employee plan, agreement, contract
or arrangement or Benefit Plan;

                  (m)      form any subsidiary to the Company; or

                  (n)      authorize any of, or commit or agree to take any of,
the foregoing actions.

                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

         SECTION 5.1.      Registration of Parent Common Stock. In accordance
with a registration rights agreement substantially in the form attached hereto
as Exhibit C (the "Registration Rights Agreement"), Parent shall prepare and
file within 15 days after the Closing Date a registration statement on Form S-3
under the Securities Act covering the Consideration Common Issued pursuant to
the Merger and held by signatory(ies) to the Registration Rights Agreement (the
"Holders") as of the filing date. Parent shall use commercially reasonable
efforts to cause the S-3 to become effective prior to the expiration of the
lockup period set forth in the Company Affiliate Agreement (as defined below).
During the period from the filing of the S-3 until it is declared effective,
Parent shall keep the Holders reasonably informed concerning the status of the
S-3 and provide the Holders with copies of all material correspondence with the
SEC.

         SECTION 5.2.      Access to Information; Confidentiality. The Company
shall afford to Parent, and to Parent's officers, employees, accountants,
counsel, financial advisors and other representatives, reasonable access during
normal business hours during the period prior to the Effective Time.

         SECTION 5.3.      No Solicitation. The Company shall not, nor shall it
authorize or permit any of its officers, directors or employees or any
investment banker, attorney or other advisor or representative retained by it
to, directly or indirectly, (i) solicit, initiate or encourage the submission of
any Takeover Proposal (as hereinafter defined) or (ii) participate in my
discussions or negotiations regarding, or furnish to any person any information
with respect to, or take any other action to facilitate any inquiries or the
making of any proposal that constitutes, or may reasonably be expected to lead
to, any Takeover Proposal. Without limiting the foregoing, it is understood that
any violation of the restrictions set forth in the preceding sentence by any
officer, director or employee of the Company or any investment banker, attorney
or other advisor or representative of the Company, acting on behalf of the
Company, shall be deemed to be a breach of this Section 5.3 by the Company. For
purposes of this Agreement, "Takeover Proposal" means any proposal or offer from
any person relating to any direct or indirect acquisition or purchase of a
substantial amount of assets of the Company (other than products of the Company)
or more than a 20% interest in the total voting

                                      -28-



securities of the Company or any tender offer or exchange offer that if
consummated would result in any person beneficially owning 20% or amore of any
class of equity securities of the Company or any merger, consolidation, business
combination, sale of substantially all assets, recapitalization, liquidation,
dissolution or similar transaction involving the Company, other than the
transactions contemplated by this Agreement or the Shareholder Agreement.

         SECTION 5.4.      Public Announcements. Parent and Sub, on the one
hand, and the Company, on the other land, will consult with each other before
issuing, and give each other the opportunity to review and comment upon, any
press release or other public statements with respect to the transactions
contemplated by this Agreement, including the Merger, and shall not issue any
such press release or make any such public statement prior to such consultation,
except as may be required by applicable law, court process or by obligations
pursuant to any listing agreement with any national securities exchange or
national securities quotation system. The parties agree that the initial press
release to be issued with respect to the transactions contemplated by this
Agreement shall be in the form theretofore agreed to by the parties.

         SECTION 5.5.      Letters of the Company's Accountants. The Company
shall use its reasonable efforts to cause to be delivered to Parent a letter
from Donald Tuschaus & Company, addressed to the Board of Directors of the
Company, dated as of the Closing Date, stating that no conditions exist that
would preclude the Company from being a Party to a business combination for
which the pooling of interest method of accounting would be available under
Opinion 16 of the Accounting Principles Board and applicable SEC rules and
regulations (as such criteria relate of the Company and not Parent). Such letter
shall be subject to customary qualifications and assumptions.

         SECTION 5.6.      Letters of Parent's Accountants. Parent shall use its
reasonable efforts to cause to be delivered to Company letter from Arthur
Andersen LLP, addressed to the Board of Directors of the Parent, dated as of the
Closing Date, stating that no conditions exist that would preclude the Parent
from being a Party to a business combination for which the pooling of interest
method of accounting would be available under Opinion 16 of the Accounting
Principles Board and applicable SEC rules and regulations (as such criteria
relate to the Parent and not Company.) Such letter shall be subject to customary
qualifications and assumptions.

         SECTION 5.7.      Affiliates; Lockup Agreements.

                  (a)      Company hereby advises Parent that [Roger R. Mayer is
the sole person] who is an affiliate of the Company for purposes of Rule 145
under the Securities Act or for purposes of qualifying the Merger for pooling of
interests accounting treatment under Opinion 16 of the Accounting Principles
Board and applicable SEC rules and regulations. The Company shall use its
reasonable efforts to cause each such person to deliver to Parent on or prior to
the Closing Date a written agreement substantially in the form attached hereto
as Exhibit D (the "Company Affiliate Agreement").

                  (b)      As it deems appropriate, Parent shall procure, on or
prior to the Effective Time, an affiliate letter in the form attached hereto as
Exhibit E executed by appropriate affiliates of the Parent (the "Parent
Affiliate Agreement").

                                      -29-



         SECTION 5.8.      Pooling of Interests. Each of the Company and Parent
will use reasonable efforts to cause the transactions contemplated by this
Agreement, including the Merger, to be accounted for as a pooling of interests
under Opinion 16 of the Accounting Principles Board and applicable SEC rules and
regulations, and such accounting treatment to be accepted by each of the
Company's and Parent's independent public accountants, and by the SEC,
respectively, and each of the Company and Parent agrees that it well voluntarily
take no action that would cause web accounting treatment not to be obtained.

         SECTION 5.9.      Tax Treatment. Each of Parent and the Company shall
not take any action and shall not fail to take any action which action or
failure to act would prevent, or would be reasonably likely to prevent, the
Merger from qualifying as a reorganization within the meaning of Section 368(a)
of the Code.

         SECTION 5.10.     FIRPTA. The Company shall deliver to the Internal
Revenue Service a notice that the Company Common Stock is not a "U.S. Real
Property Interest" as defined in and in accordance with the requirements of
Section 897 of the Code and the Treasury Regulations thereunder.

         SECTION 5.11.     NMS Listing. Parent shall use its reasonable efforts
to cause the shares of Parent Common Stock to be issued in the Merger to be
approved for listing on the Nasdaq Stock Market National Market, subject to
official notice of issuance, prior to the Closing Date.

         SECTION 5.12.     Stop Transfer. The Company shall not register the
transfer of any Certificate representing any Subject Shares (as defined in the
Shareholder Agreement), unless such transfer is made to Parent or Sub or
otherwise in compliance with the Shareholder Agreement. The Company will
inscribe upon any Certificate representing Subject Shares tendered by a
Shareholder (as defined in the Shareholder Agreement) for such purpose the
following legend: "THE SHARES OF COMMON STOCK, NO PAR VALUE, OF MANU-TRONICS,
INC. REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDER AGREEMENT
DATED AS OF MARCH 30, 1999, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT
IN ACCORDANCE THEREWITH. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT THE
PRINCIPAL EXECUTIVE OFFICES OF MANU-TRONICS, INC."

         SECTION 5.13.     Non-Competition Agreement. At the Effective Time, the
Company and Roger R. Mayer shall have executed a Non-Competition Agreement in
the form attached hereto as Exhibit F. Such Non-Competition Agreement shall
restrict Mr. Mayer from engaging in a business that is competitive with the
current business of the Company or of any of its subsidiaries for a 60-month
term after the Effective Time.

         SECTION 5.14.     Certain Tax Matters. Notwithstanding any other
provision in this Agreement to the contrary, the following covenants will
survive the Merger through the applicable statute of limitation from the date
hereof until the Effective Time; (i) the Company will file all Tax Returns and
reports ("Post-Signing Returns") required to be filed by it; (ii) the Company
will timely pay all Taxes due and payable with respect to such Post-Signing
Returns that are so filed; (iii) the Company will make provision for all fares
payable by the Company for which no Post-Signing

                                      -30-



Return is due prior to the Effective Time; (iv) the Company will promptly notify
Parent of any action, suit, proceeding, claim or audit (collectively, "Actions")
pending against or with respect to the Company in respect of any Tax where there
is a reasonable possibility of a determination or decision which would have a
material adverse effect on the Company's Tax liabilities or Tax attributes and
will not settle or compromise any such Action without Parent's consent; and (v)
the Company will not make any material Tax election.

         SECTION 5.15.     Reasonable Efforts; Notification.

                  (a)      Upon the terms and subject to the conditions set
forth in this Agreement, each of the parties agrees to use all reasonable
efforts to take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to consummate and make effective, in the mot
expeditious manner practicable, the Merger and the other transactions
contemplated by this Agreement, including (i) the obtaining of all necessary
actions or nonactions, waivers, consents and approvals from Governmental
Entities and the making of all necessary registrations and filings (including
filings with Governmental Entities, if any) and the taking of all reasonable
steps as may be necessary to avoid an action or proceeding by any Governmental
Entity, (ii) the obtaining of all necessary consents, approvals of waivers from
third parties, (iii) the defending of any lawsuits or other legal proceedings,
whether judicial or administrative, challenging this Agreement or the
consummation of the transactions contemplated hereby, including seeking to have
any stay or temporary restraining order entered by any court or other
Governmental Entity vacated or reversed and (iv) the execution and delivery of
any additional instruments necessary to consummate the transactions contemplated
by, and to fully carry out the purposes of this Agreement. In connection with
and without limiting the foregoing, the Company and its Board of Directors
shall, if any state takeover statute or similar statute or regulation is or
becomes applicable to the Merger, this Agreement, the Shareholder Agreement or
any other transactions contemplated by this Agreement or the Shareholder
Agreement, use all reasonable efforts to ensure that the Merger and the other
transactions contemplated by this Agreement may be consummated as promptly as
practicable on the term contemplated by this Agreement and otherwise to minimize
the effect of such statute or regulation on the Merger, this Agreement, the
Shareholder Agreement and the other transaction contemplated by this Agreement
or the Shareholder Agreement. Nothing in this Agreement shall be deemed to
require Parent to dispose of any significant asset or collection of assets.

                  (b)      The Company shall give prompt notice to Parent of (i)
any representation or warranty made by it contained in this Agreement that is
qualified as to materiality becoming untrue or inaccurate in any respect or any
such representation or warranty that is not so qualified becoming untrue or
inaccurate in any material respect or (ii) the failure by it to comply with or
satisfy in any material respect any covenant, condition or agreement to be
complied with or satisfied by it under this Agreement; provided, however, that
no such notification shall affect the representations, warranties, covenants or
agreements of the parties or the conditions to the obligations of the parties
under this Agreement.

                                      -31-



         SECTION 5.16.     Fees and Expenses. All fees and expenses incurred in
connection with the Merger, this Agreement and the transactions contemplated by
this Agreement shall be paid by the party incurring such fees or expenses,
whether or not the Merger is consummated, except that legal, accounting,
financial advisory and other transactional expenses incurred by the Company
shall be paid by the shareholders of the Company and shall not be paid by, or
otherwise become an obligation or liability of, the Company except accounting
fees for tax preparation for the year ended September 27, 1998 and for the
period from that date to the close of the S corporation tax year.

         SECTION 5.17.     Executive Compensation Matters. Parent shall enter
into an employment agreement with Roger R. Mayer in the form attached hereto as
Exhibit G. Parent shall grant to Mr. Mayer a nonstatutory option to purchase
50,000 shares of Parent Common Stock at a purchase price equal to the fair
market value of Parent Common Stock at the date of grant. Such stock option
shall vest over a five year period, with one fifth of such shares vesting one
year after the Closing Date and the remaining shares vesting in equal monthly
installments thereafter.

         SECTION 5.18.     Facility Lease. At the Effective time, Parent and
Roger R. Mayer shall have executed a Lease Agreement in the form attached hereto
as Exhibit H for the land and buildings comprising the Company's principal
facility.

         SECTION 5.19.     S Corporation Tax Matters. Notwithstanding any other
provision in this Agreement to the contrary, the following covenants will
survive the Merger through the expiration of the applicable statutes of
limitations:

                  (a)      The Company shall maintain its tax status as an S
corporation up to the Closing Date, and the Stockholders, as defined below,
shall not revoke or otherwise terminate the election of the Company to be
treated as an S corporation.

                  (b)      The Company shall allocate, and the Stockholders
agree to so allocate, tax items to its S corporation taxable year ending upon
the Closing Date and to its C corporation taxable year beginning upon the
Closing Date pursuant to normal tax accounting rules (the "closing of the books"
method), rather than by the pro rata allocation method contained in Section
1362(e)(2) of the Code. The Company and each of the Stockholders agree to take
all actions and make all elections and consents described pursuant to Treasury
Regulation Section 1.1362-6 that may be necessary to use the closing of the
books method.

                  (c)      The shareholders of the Company shall be responsible
for timely filing all federal and state Tax returns of the Company for taxable
periods ending on or prior to the Effective Time of the Merger and have paid or
will pay all income taxes attributable to the income of the Company for such
periods. Such return swill be prepared and filed in accordance with applicable
law and in a manner consistent with past practices and shall be subject to prior
review and approval by Parent. After the Effective Time of the Merger, Parent
and the Company, on the one hand, and the shareholders of the Company, on the
other hand, will make available to the other, as reasonably requested, all
information, records or documents relating to the liability for Taxes of the
Company for all periods ending on or prior to the Effective Time of the Merger
and will preserve such

                                      -32-



information records or documents until the expiration of any applicable statute
of limitations or extensions thereof.

                  (d)      Each of the holders of Company Common Stock set forth
on Section 2.3 of the Company Disclosure Schedule (the "Stockholders") hereby
indemnifies and agrees to hold the Company harmless from, against and in respect
for any U.S. federal or state income Tax liability (including interest and
penalties), if any, resulting from the Company failing to qualify as an S
corporation under Section 1361(a)(1) of the Code or any state counterpart as
enacted and in effect prior to the Closing Date, for every taxable year on or
before the Closing Date as to which the Company filed or files Tax returns
claiming status as an S corporation.

                  (e)      If the Stockholders are required to make any payment
under Section 5.19(b), such Stockholders shall make such payment within thirty
(30) days after the final determination (as such term is defined in Section
1313(a) of the Code) of any Tax liability resulting in a claim for
indemnification.

                  (f)      The Company shall be entitled to any refund of Taxes
imposed on the Company, provided, that if the Stockholders are required to make
any payments pursuant to Section 5.19(b) hereof and the Company thereafter
receives a refund of any Taxes to which such payments relate, the Company,
within ten (10) days of receipt of such refund, shall pay over to the
Stockholders their pro rata portion of any refund, including any interest
received with respect thereto.

                                   ARTICLE VI
                       CONDITIONS PRECEDENT TO THE MERGER

         SECTION 6.1.      Conditions to Obligations of Each Party to Effect the
Merger. The respective obligation of each party to effect the merger is subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:

                  (a)      Shareholder Approval. This Agreement shall have been
approved and adopted by the shareholders of the Company.

                  (b)      National Market Listing. The shares of Parent Company
Stock issuable to the Company's shareholders pursuant to this Agreement shall
have been approved for listing on the Nasdaq Stock Market National Market,
subject to official notice of issuance.

                  (c)      HSR Act. The waiting period (and any extension
thereof) applicable to the Merger under the HSR Act shall have been terminated
or shall have expired.

                  (d)      No Injunctions or Restraints. No temporary
restraining order, preliminary or permanent injunction or other order issued by
any court of competent jurisdiction or other legal restraint or prohibition
preventing the consummation of the Merger shall be in effect.

                                      -33-



         SECTION 6.2.      Additional Conditions to Obligation of the Company.
The obligations of the Company to effect the Merger is further subject to the
following conditions:

                  (a)      Representations and Warranties. The representations
and warranties of Parent and Sub set forth in this Agreement that are qualified
as to materiality shall be true and correct, and the representations and
warranties of Parent and Sub set forth in this Agreement that are not so
qualified shall be true and correct in all material respects, in each case as of
the date of this Agreement and as of the Closing Date as though made on and as
of the Closing Date, except as otherwise contemplated by this Agreement.

                  (b)      Performance of Obligations of Parent and Sub. Parent
and Sub shall have performed in all material respects all obligations required
to be performed by them under this Agreement at or prior to the Closing Date.

         SECTION 6.3.      Additional Conditions to Obligations of Parent and
Sub. The obligations of Parent and Sub to effect the Merger are further subject
to the following conditions:

                  (a)      Representations and Warranties. The representations
and warranties of the Company set forth in this Agreement that are qualified as
to materiality shall be true and correct, and the representations and warranties
of the Company set forth in this Agreement that are not so qualified shall be
true and correct in all material respects, in each case as of the date of the
Agreement and as of the Closing Date as though made on and as of the Closing
Date, except as otherwise contemplated by this Agreement.

                  (b)      Performance of Obligations of the Company. The
Company shall have performed in all material respects all obligations required
to be performed by it under this Agreement at or prior to the Closing Date.

                  (c)      Ancillary Agreements. Parent shall have received
executed copies of the agreements contemplated by Sections 5.7, 5.13 and 5.18
hereof.

                  (d)      No Litigation. There shall not be pending or
threatened any suit, action or proceeding by any Governmental Entity, (i)
challenging the acquisition by Parent or Sub of any shares of Company Common
Stock, seeking to restrain or prohibit the consummation of the Merger, seeking
to place limitations on the ownership of shares of Company Common Stock (or
shares of common stock of the Surviving Corporation) by Parent or Sub or seeking
to obtain from the Company, Parent or Sub any damages that are material in
relation to the Company, (ii) seeking to prohibit or limit the ownership or
operation by the Company, Parent or any of Parent's subsidiaries of any material
portion of any business or of any assets of the Company, Parent or any of
Parent's subsidiaries, or to compel the Company, Parent or any of Parent's
subsidiaries to dispose of or hold separate any material portion of any business
or of any assets of the Company, Parent or any of Parent's subsidiaries, as a
result of the Merger or (iii) seeking to prohibit Parent or any of its
subsidiaries from effectively controlling in any material respect the business
or operations of the Company.

                                      -34-



                  (e)      No Material Adverse Change. At any time on or after
the date of this Agreement until the time of the Closing there shall not have
occurred any material adverse change (as defined in Section 9.2) in the business
properties, assets, liabilities (contingent or otherwise), financial condition
or results of operations of the Company.

                  (f)      Pooling Letters. Parent and the Company shall have
received letters from Arthur Andersen LP and Donald Tushaus & Co., dated as of
the Closing Date, addressed to Parent and the Company, respectively, stating in
substance that the Merger will qualify as a pooling of interests transaction
under Opinion 16 of the Accounting Principles Board and applicable SEC rules and
regulations.

                  (g)      Dissenter's Rights. No shareholders of Company shall
have exercised dissenters' rights of appraisal under the Wisconsin Law.

                  (h)      Indemnification Agreement. Roger R. Mayer, an
individual, and Roger R. Mayer, as Trustee of The Roger R. Mayer Revocable
Living Trust Dated 10/2/96, shall have executed the Indemnification Agreement in
the form attached hereto as Exhibit I.

                                   ARTICLE VII
                      SURVIVAL, ESCROW AND INDEMNIFICATION

         SECTION 7.1.      Survival of Representations and Warranties. Except
for Sections 2.14, 5.14 and 5.19 which shall survive the Merger through the
expiration of the applicable statutes of limitations, all of Parent's and the
Company's representations and warranties in this Agreement or in any instrument
delivered pursuant to this Agreement (each as modified by the Parent/Sub
Disclosure Schedule and the Company Disclosure Schedule, respectively) shall
survive the Merger and continue until the date which is 12 months following the
Closing Date (the "Expiration Date").

                  (a)      Escrow Fund. At the Effective Time, the holders of
Consideration Common Shares will be deemed to have received and deposited with
the Escrow Agent the Escrow Amount (plus any additional shares as may be issued
upon any stock split, stock dividend or recapitalization effected by Parent
after the Effective Time) without any act of any shareholder. As soon as
practicable after the Effective Time, the Escrow Amount, without any act of any
shareholder, will be deposited with the Escrow Agent, such deposit to constitute
an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein
(and in the Escrow Agreement) and at Parent's cost and expense. The Escrow Fund
shall be available to compensate Parent and its affiliates for any claims,
losses, liabilities, damages, deficiencies, costs and expenses, including
reasonable attorney's fees and expenses and expenses of investigation and
defense (hereinafter individually a "Loss" and collectively, "Losses") incurred
by Parent, its officers, directors, agents. employees, shareholders or
affiliates (including the Surviving Corporation) directly or indirectly as a
result of (i) any inaccuracy or breach of a representation of the Company
contained herein (as modified by the Company Disclosure Schedule and without
regard to any materiality qualification in individual representations. or
warranties), or (ii) any failure by the Company to perform or comply with any
covenant contained herein. Parent and the Company each acknowledge that such
Losses, if any, would relate to unresolved contingencies existing at the
Effective Time, which if resolved at the Effective Time

                                      -35-



would have led to a reduction in the Merger Consideration. Parent may not
receive any shares from the Escrow Fund unless and until Officer's Certificates
(as defined in Section 7.2(d) below) identifying Losses have been delivered to
the Escrow Agent as provided in Section 7.2(e).

                  (b)      Escrow Period; Distribution upon Termination of
Escrow Periods. Subject to the following requirements, the Escrow Fund shall be
in existence immediately following the Effective Time and shall terminate as
provided in Section 7.3(b) (the "Escrow Period"); provided that the Escrow
Period shall not terminate with respect to such amount (or some portion thereof)
that, together with the aggregate amount remaining in the Escrow Fund is
necessary in the reasonable judgment of Parent, subject to the objection of the
Shareholder Agent in the manner provided in Section 7.2(d), to satisfy any
unsatisfied Losses concerning facts and circumstances existing prior to the
termination of such Escrow Period specified in any Officer's Certificate
delivered to the Escrow Agent prior to termination of such Escrow Period. As
soon as all such claims have been resolved, the Escrow Agent shall deliver to
the holders of Shares the remaining portion of the Escrow Fund not required to
satisfy such claims. Deliveries of Escrow Amounts to the holders of Shares
pursuant to this Section 7.2(b) shall be made in proportion to their respective
original contributions to the Escrow Fund.

                  (c)      Protection of Escrow Fund.

                           (i)      The Escrow Agent shall hold and safeguard
the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund
in accordance with the terms of this Agreement and not as the property of Parent
and shall hold and dispose of the Escrow Fund only in accordance with the terms
hereof.

                           (ii)     Any shares of Parent Common Stock or other
equity securities issued or distributed by Parent (including shares issued upon
a stock split, stock dividend or recapitalization) ("New Shares") in respect of
Parent Common Stock in the Escrow Fund which have not been released from the
Escrow Fund shall be added to the Escrow Fund and become a part thereof. New
Shares issued in respect of shares of Parent Common Stock which have been
released from the Escrow Fund shall not be added to the Escrow Fund but shall be
distributed to the recordholders thereof. Cash dividends on Parent Common Stock
shall not be added to the Escrow Fund but shall be distributed to the
recordholders thereof.

                           (iii)    Each shareholder shall have voting rights
with respect to the shares of Parent Common Stock contributed to the Escrow Fund
by such shareholder (and on any voting securities added to the Escrow Fund in
respect of such shares of Parent Common Stock).

                  (d)      Claims Upon Escrow Fund.

                           (i)      Upon receipt by the Escrow Agent at any time
on or before the last day of the Escrow Period of a certificate signed by any
officer of Parent (an "Officer's Certificate"): (A) stating that Parent has paid
or properly accrued or reasonably anticipates that it will have to pay or accrue
Losses, and (B) specifying in reasonable detail the individual items of Losses
included in the amount so stated, the date each such item was paid or properly
accrued, or the basis for such

                                      -36-



anticipated liability, and the nature of the misrepresentation, breach of
warranty or covenant to which such item is related, the Escrow Agent shall,
subject to the provisions of Section 7.2(e) hereof, deliver to Parent out of the
Escrow Fund, as promptly as practicable, shares of Parent Common Stock held in
the Escrow Fund in an amount determined pursuant to Section 7.2(d)(ii) equal to
such Losses.

                           (ii)     For the purposes of determining the number
of shares of Parent Common Stock to be delivered to Parent out of the Escrow
Fund pursuant to Section 7.2(d)(i), the shares of Parent Common Stock shall be
valued at the Average Stock Price (as defined below). The "Average Stock Price"
shall equal the average of the last reported sale prices of the Parent's Common
Stock, as quoted on the Nasdaq National Market, over the ten (10) trading days
ending on the day prior to which shares of Parent Common Stock are to be
delivered to Parent in satisfaction of indemnification claims.

                  (e)      Objections to Claims. At the time of delivery of any
Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate
shall be delivered to the Shareholder Agent and for a period of thirty (30) days
after such delivery, the Escrow Agent shall make no delivery to Parent of any
Escrow Amounts pursuant to Section 7.2(d) unless the Escrow Agent shall have
received written authorization from the Shareholder Agent to make such delivery.
After the expiration of such thirty (30) day period, the Escrow Agent shall make
delivery of shares of Parent Common Stock from the Escrow Fund in accordance
with Section 7.2(d), provided that no such payment or delivery may be made if
the Shareholder Agent shall object in a written statement to the claim made in
the Officer's Certificate, and such statement shall have been delivered to the
Escrow Agent prior to the expiration of such thirty (30) day period.

                  (f)      Resolution of Conflicts. In case the Shareholder
Agent shall so object, in writing to any claim or claims made in any Officer's
Certificate, the Shareholder Agent and Parent shall attempt in good faith to
agree upon the rights of the respective parties with respect to each of such
claims. If the Shareholder agent and Parent should so agree, a memorandum
setting forth such agreement shall be prepared and signed by both parties and
shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to
rely on any such memorandum and distribute shares of Parent Common Stock from
the Escrow Fund in accordance with the terms thereof. If no such agreement can
be reached after good faith negotiation, either Parent and the Shareholder Agent
will participate in a mutually agreeable form of non-binding mediation for a
period of up to 60 days. Each party shall bear its own costs and expenses of
such mediation, and each party shall pay one-half of the costs and fees of the
mediator. If no resolution can be achieved during such 60-day period, the
parties may seek legal remedies in accordance with Section 9.8 hereof.

                  (g)      Shareholder Agent; Power of Attorney.

                           (i)      In the event that the Merger is approved,
effective upon such vote, and without further act of any shareholder, Roger R.
Mayer shall be appointed as agent and attorney-in-fact (the "Shareholder Agent")
for each holder of Consideration Common shares, for and on behalf of
shareholders, to execute the Escrow Agreement, to give and receive notices and
communications, to authorize delivery to Parent of shares of Parent Common Stock
from the Escrow Fund in

                                      -37-



satisfaction of claims by Parent, to object to such deliveries, to agree to,
negotiate, enter into settlements and compromises of, and demand arbitration and
comply with orders of courts and awards of arbitrators with respect to such
claims, and to take all actions necessary or appropriate in the judgment of
Shareholder Agent for the accomplishment of the foregoing. Such agency may be
changed by the holders of Shares prior to the Effective Time, and after the
Effective Time by the former holders of Shares as of the Effective Time from
time to time upon not less than thirty (30) days prior written notice to Parent;
provided that the Shareholder Agent may not be removed unless holders of a
two-thirds interest of the Escrow Fund agree to such removal. Any vacancy in the
position of Shareholder Agent may be filled by approval of the holders of a
majority in interest in the Escrow Fund. No bond shall be required of the
Shareholder Agent, and the Shareholder Agent shall not receive compensation for
his or her services. Notices or communications to or from the Shareholder Agent
shall constitute notice to or from each of the holders of Shares.

                           (ii)     The Shareholder Agent shall not be liable
for any act done or omitted hereunder as Shareholder Agent while acting in good
faith and in the exercise of reasonable judgment. The shareholders of the
Company on whose behalf the Escrow Amount was contributed to the Escrow Fund
shall severally indemnify the Shareholder Agent and hold the Shareholder Agent
harmless against any loss, liability or expense incurred without negligence or
bad faith on the part of the Shareholder Agent and arising out of or in
connection with the acceptance or administration of the Shareholder Agent's
duties hereunder, including the reasonable fees and expenses of any legal
counsel retained by the Shareholder Agent.

                  (h)      Actions of the Shareholder Agent. A decision, act,
consent or instruction of the Shareholder Agent shall constitute a decision of
all the holders of Shares for whom a portion of the Escrow Amount otherwise
issuable to them are deposited in the Escrow Fund and shall be final, binding
and conclusive upon each of such shareholders, and the Escrow Agent and Parent
may rely upon any such decision, act, consent or instruction of the Shareholder
Agent as being the decision, act, consent or instruction of each and every such
shareholder of the Company. The Escrow Agent and Parent are hereby relieved from
any liability to any person for any acts done by them in accordance with such
decision, act, consent or instruction of the Shareholder Agent.

                  (i)      Third-Party Claims. In the event Parent becomes aware
of a third-party claim which Parent believes may result in a demand against the
Escrow Fund, Parent shall notify the Shareholder Agent of such claim, and the
Shareholder Agent, as representative for the holders of Shares, shall be
entitled, at their expense, to participate in any defense of such claim. Parent
shall have the right in its sole discretion to settle any such claim; provided,
however, that except with the consent of the Shareholder Agent which shall not
be unreasonably withheld, no settlement of any such claim with third-party
claimants shall alone be determinative of the amount of any claim against the
Escrow Fund. In the event that the Shareholder Agent has consented to any such
settlement and acknowledged that the claim is a valid claim against the Escrow
Fund, the Shareholder Agent shall have no power or authority to object under any
provision of this Section 7.2 to the amount of any claim by Parent against the
Escrow Fund with respect to such settlement.

                                      -38-



                  (j)      Escrow Agent's Duties. The Escrow Agent shall be
obligated only for the performance of such duties as are specifically set forth
in the Escrow Agreement.

                  (k)      Fees.

         SECTION 7.2.      Limitation of Remedies.

                  (a)      Except for Sections 2.14, 5.14 and 5. 19, which shall
survive the Merger through the expiration of the applicable statutes of
limitations and which shall not be subject to the limitation of remedies set
forth in this Section 7.2, Parent and Sub acknowledge and agree that, in the
event the Merger is completed, the indemnification provisions in this Section
7.2 shall be the exclusive remedy of Parent and Sub for Losses described in
Section 7.2, except in the event of fraud, including both active fraud and
fraudulent concealment by the Company, its officers, directors, employees,
agents or one or more former shareholder(s) of the Company against whom recovery
for such fraud is sought.

                  (b)      At the six (6) month anniversary of the Effective
Time, an amount equal to (X) one-half of the number of shares of Parent Common
Stock in the Escrow Fund minus (Y) the number of shares of Parent Common Stock
which are, at such date, claimed by Parent to be deliverable to Parent in
satisfaction of claims identified in Officer's Certificates minus (Z) the number
of shares of Parent Common Stock which have, as of such date, been delivered to
Parent from the Escrow Fund in satisfaction of claims shall be released from the
Escrow Fund to the record holders of such shares of Parent Common Stock. At the
one-year anniversary of the Effective Time, the escrow shall terminate and all
shares in the Escrow Fund, except shares that have been delivered to Parent
under Article VII or, the number of shares of Parent Common Stock which are, at
such date, claimed by Parent to be deliverable to Parent in satisfaction of
claims identified in Officers' Certificates, shall be distributed to the former
Company shareholders.

                                  ARTICLE VIII
                        TERMINATION, AMENDMENT AND WAIVER

         SECTION 8.1.      Termination. This Agreement may be terminated. and
the Merger contemplated hereby may be abandoned, at any time prior to the
Effective Time, whether before or after approval of matters presented in
connection with the Merger by the shareholders of the Company:

                  (a)      by mutual written consent of Parent, Sub and the
Company;

                  (b)      by either Parent or the Company:

                           (i)      if the Merger shall not have been
consummated by March 30, 1999 for any reason, provided, however, that the right
to terminate this Agreement under this Section 8.1(b)(i) shall not be available
to any party whose action or failure to act has been a principal cause of or
resulted in the failure of the Merger to occur on or before such date and such
action or failure to act constitutes a willful and material breach of this
Agreement;

                                      -39-



                           (ii)     if any Restraint having any of the effects
set forth in Section 6.1(d) shall be in effect and shall have become final and
nonappealable.

                  (c)      by the Company, upon a breach of any representation,
warranty, covenant or agreement on the part of Parent set forth in this
Agreement, or if any such representation or warranty or Parent shall have become
inaccurate, in either case such that the conditions set forth in Section 6.2(a)
or Section 6.2(b), as the case may be, would not be satisfied as of the time of
such breach or as of the time such representation or warranty shall have become
inaccurate; provided, that if such inaccuracy in Parent's representations and
warranties or breach by Parent is curable by Parent through the exercise of its
reasonable efforts, then (i) the Company may not terminate this Agreement under
this Section 8.1(c) with respect to a particular breach or inaccuracy prior to
or during the 45-day period commencing upon delivery by the Company of written
notice to Parent describing such breach or inaccuracy, provided Parent continues
to exercise reasonable efforts to cure such breach or inaccuracy and (ii) the
Company may not, in any event, terminate this Agreement under this Section
8.1(c) if such inaccuracy or breach shall have been cured in all material
respects during such 45-day period; and, provided further that the Company may
not terminate this Agreement pursuant to this Section 8.1(c) if it shall have
willfully and materially breached this Agreement; or

                  (d)      by Parent, upon a breach of any representation,
warranty, covenant or agreement on the part of the Company set forth in this
Agreement, or if any such representation or warranty of the Company shall have
become inaccurate, in either case such that the conditions set forth in Section
6.3(a) or Section 6.3(b), as the can may be, would not be satisfied as of the
time of such breach or as of the time such representations and warranties or
breach by the Company is curable by the Company through the exercise of its
reasonable efforts, then (i) Parent may not terminate this Agreement under this
Section 8.1(d) with respect to a particular breach or inaccuracy prior to or
during the 45-day period commencing upon delivery by Parent of written notice to
the Company describing such breach or inaccuracy, provided the Company continues
to exercise reasonable efforts to cure such breach or inaccuracy and (ii) Parent
may not, in any event, terminate this Agreement under this Section 8.1(d) if
such inaccuracy or breach have been cured in all material respects during such
45-day period; and, provided further that Parent may not terminate this
Agreement pursuant to this Section 8.1(d) if it shall have willfully and
materially breached this Agreement.

         SECTION 8.2.      Effect of Termination. In the event of termination of
this Agreement by either the Company or Parent as provided in Section 8.1, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of Parent, Sub or the Company, other than the
provisions of the last sentence of Section 5.3, Section 5.5, Section 5.6, this
Section 8.2 and Article VIII and except to the extent that such termination
results from the willful and material breach by a party of any of its
representations, warranties, covenants or agreements set forth in this
Agreement.

         SECTION 8.3.      Amendment. This Agreement may be amended by the
parties hereto at any time before or after any required approval of matters
presented in connection with the Merger by

                                      -40-



the shareholders of the Company; provided, however, that after any such approval
there shall be made no amendment that by law requires further approval by such
shareholders without the further approval of such shareholders. This Agreement
may not be amended except by an instrument in writing signed on behalf of each
of the parties hereto.

         SECTION 8.4.      Extension; Waiver. At any time prior to the Effective
Time, the parties may (a) extend the time for the performance of any of the
obligations or other acts of the other parties, (b) waive any inaccuracies in
the representations and warranties contained herein or in any document delivered
pursuant hereto or (c) subject to the proviso of Section 8.3, waive compliance
with any of the agreements or conditions contained herein. Any agreement on the
part of a party to any such extension or waiver shall be valid only if set forth
in an instrument in writing signed on behalf of such party. The failure of any
party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.

                                   ARTICLE IX
                               GENERAL PROVISIONS

         SECTION 9.1.      Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be deemed given if
delivered personally or sent by overnight courier (providing proof of delivery)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):

                  if to Parent or Sub, to:

                  Sanmina Corporation
                  355 East Trimble Road
                  San Jose, California  95131
                  Attention: Randy Furr, President

                  with a copy to:

                  Wilson Sonsini Goodrich & Rosati
                  Professional Corporation
                  650 Page Mill Road
                  Palo Alto, CA 94304
                  Attention: Christopher D. Mitchell

                  if to the Company, to:

                  Manu-tronics, Inc.
                  8701 100th Street
                  Kenosha, Wisconsin  53142
                  Attention: Roger R. Mayer

                                      -41-



                  with a copy to:

                  O'Connor & Willems, S.C.
                  6633 Green Bay Road
                  Kenosha, WI 53142
                  Attention: Cletus Willems

         SECTION 9.2.      Definitions. For purposes of this Agreement:

                  an "affiliate" of any person means another person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first person;

                  "material adverse change" or "material adverse effect" means,
when und in connection with the Company or Parent, any change or effect (or any
development that insofar as can reasonably be foreseen, is likely to result in
any change or effect) that is materially adverse to the business, properties,
assets, liabilities (contingent or otherwise), financial condition or results of
operations of either the Company and its subsidiaries or Parent and its
subsidiaries, taken as a whole, as the case may be;

                  a "person" means an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization of other entity;
and

                  a "subsidiary" of any person means another person, an amount
of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or
other governing body (or, if there are no such voting interests, 50% or more of
the equity interests of which) is owned directly or indirectly by such first
person.

         SECTION 9.3.      Interpretation. When a reference is made in this
Agreement to a Section, Exhibit or Schedule, such reference shall be to a
Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated. The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

         SECTION 9.4.      Counterparts. This Agreement may be executed in two
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties.

         SECTION 9.5.      Entire Agreement; No Third-Party Beneficiaries. This
Agreement, the Exhibits hereto and the ancillary agreements contemplated hereby
constitute the entire agreement, and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement and such Exhibits and ancillary agreements.

                                      -42-




         SECTION 9.6.      Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Wisconsin, regardless
of the laws that might otherwise govern under applicable principles of conflicts
of laws thereof.

         SECTION 9.7.      Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned, in whole or in
part, by operation of law or otherwise by any of the parties without the prior
written consent of the other parties, except that Sub may assign, in its sole
discretion, any of or all its rights, interests and obligations under this
Agreement to Parent or to any direct or indirect wholly owned subsidiary of
Parent, but no such assignment shall relieve Sub of any of its obligations
hereunder. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns.

         SECTION 9.8.       Enforcement. The parties agree that irreparable
damage would occur in the even that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breached of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court of the
United States located in the State of Wisconsin or in any Wisconsin state court,
this being in addition to any other remedy to which they are entitled at law or
in equity. In addition, each of parties hereto (a) consents to submit itself to
the personal jurisdiction of any court of the United States located in the State
of Wisconsin or of any Wisconsin state court in the event any dispute arises out
of this Agreement or the transactions contemplated by this Agreement, (b) agrees
that it will not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court and (c) agrees that it will not
bring any action relating to this Agreement or the transactions contemplated by
this Agreement in any court other than a court of the United States located in
the State of Wisconsin or a Wisconsin state court.

         SECTION 9.9.      Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.

             [The remainder of this page intentionally left blank.]

                                      -43-



                            ARTICLES OF INCORPORATION

                                       OF

                        SANM ACQUISITION SUBSIDIARY, INC.

                         STOCK (FOR PROFIT) CORPORATION

Executed by the undersigned for the purpose of forming a Wisconsin for-profit
corporation under Chapter 180 of the Wisconsin Statutes repealed and recreated
by 1989 Wis. Act 303:

                                    ARTICLE I

         The name of this corporation is SANM ACQUISITION SUBSIDIARY, INC.

                                   ARTICLE II

         The corporation is authorized to issue one class of shares to be
designated "Common Stock". The number of shares of Common Stock authorized to be
issued is One Thousand (1,000).

                                   ARTICLE III

         The street address of the initial registered office in the State of
Wisconsin is 44 East Mifflin Street, Madison, Wisconsin 53703.

                                   ARTICLE IV

         The name of the initial registered agent at the above registered office
is CT Corporation System.

                                    ARTICLE V

         The name and complete address of the incorporator are as follows:

                              RoseAnn M. Rotandaro
                        Wilson Sonsini Goodrich & Rosati
                               650 Page Mill Road
                               Palo Alto, CA 94304

         Executed on March 10, 1999.

                                                  /s/  RoseAnn M. Rotandaro
                                                 -------------------------------
                                                 RoseAnn M. Rotandaro,
                                                 Incorporator

This document was not drafted in Wisconsin.



         IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

SANMINA CORPORATION

By:  /s/  Randy W. Furr
    -----------------------------

Name: Randy W. Furr

Title: President

SANM ACQUISITION SUBSIDIARY, INC.

By:  /s/  Randy W. Furr
    -----------------------------

Name: Randy W. Furr

Title: President

MANU-TRONICS, INC.

By:  /s/  Roger R. Mayer
    -----------------------------

Name: Roger R. Mayer

Title: President

SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER
DATED AS OF MARCH 30, 1999 AMONG
SANMINA CORPORATION, SANM ACQUISITION SUBSIDIARY, INC.
AND MANU-TRONICS, INC.

                                       -2-

EX-3.1.53

                                                                  EXHIBIT 3.1.53

                               State of Wisconsin
                      DEPARTMENT OF FINANCIAL INSTITUTIONS
                    Division of Corporate & Consumer Services

                             ARTICLES OF CORRECTION

1.       SANM ACQUISITION SUBSIDIARY, INC.
    (name of the corporation, limited liability company, or limited liability
   partnership before any correction that may be affected by these articles of
                                  correction)

2.       ARTICLES OF MERGER     FILED WITH THE Department of Financial
                             (describe the document)

         Institutions on 03/30/99 (date) was

         ([X])    Incorrect at the time of filing
                  (Complete items 1, 2, 3, 4 & 6)

         ([ ])    Defectively executed                {[X]  Check any that apply
                  (Complete items 1, 2, 3, & 5)

         ([ ])    Defective in attestation, seal, verification or
                  acknowledgement (Complete items 1, 2, 3 & 6)

3.       Describe the defect(s): (Specify the incorrect statement and the reason
         why it is incorrect, or the manner in which the execution is
         defective.)
         SECTION 1.5(a) OF THE AGREEMENT AND PLAN OF MERGER ATTACHED TO THE
         ARTICLES OF MERGER WAS INCORRECTLY STATED THROUGH OVERSIGHT.

4.       Enter the statement in its corrected condition:
         SECTION 1.5(a) OF THE AGREEMENT AND PLAN OF MERGER IS HEREBY AMENDED TO
         READ IN ITS ENTIRETY AS FOLLOWS:

                  (a) the Articles of Incorporation of Sub, as in effect
         immediately prior to the Effective Time and as attached hereto, shall
         be the Articles of Incorporation of the Surviving Corporation until
         thereafter changed or amended as provided therein or by applicable law,
         except that at the Effective Time, Article I of said Articles of
         Incorporation shall be amended to read in its entirety as follows:

                                    ARTICLE I

                  The name of this corporation is Manu-tronics, Inc.

FILING FEE - Business corporation, limited liability company or limited
liability partnership, $40.00; Nonstock (including non-profit) corporation,
$10.00. SEE instructions, suggestions and procedures on following pages.
DFI/CORP/53(R1/01) Use of this form is voluntary.



4.       Enter the statement in its corrected condition (cont'd):

5.       Make the corrected execution:

Executed on August 18, 2002                 /s/ Michael M. Sullivan
           -------------------              -------------------------------
                  (Date)                           (Signature)

Select and mark (X) below the               Michael M. Sullivan
appropriate title of the person             -------------------------------
executing the document.                            (Printed name)

For a corporation                           For a limited liability company
Title: ([ ]) President ([X]) Secretary      Title: ([ ]) Member OR ([ ]) Manager
or other officer title_____________

For a limited liability partnership
Title: ([ ]) Partner

This document was drafted by  DAVID L. BOURNE
                              ---------------------------------------------
                               (Name the individual who drafted the document)

DFI/CORP/53(R1/01)

                                      -2-

EX-3.1.54

                                                                  EXHIBIT 3.1.54

                                           FEDERAL IDENTIFICATION NO. 04-2393279

                        THE COMMONWEALTH OF MASSACHUSETTS

                             MICHAEL JOSEPH CONNOLLY
                               Secretary of State
                ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

                        RESTATED ARTICLES OF ORGANIZATION

                     GENERAL LAWS, CHAPTER 1588, SECTION 74

         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the of stockholders adopting the restated
articles of organization. The fee for filing this certificate is prescribed by
General Laws, Chapter 1568, Section 114. Make check payable to the Commonwealth
of Massachusetts.

We,               Jon F. Kropper                                   President and
                  James C. Hamilton                                     Clerk of

                                HADCO CORPORATION
                              (Name of Corporation)

located at .... c/o.James C. Hamilton, One Court Street, Boston, MA. 02108

do hereby certify that the following restatement of the articles of organization
of the corporation was

duly adopted at a meeting held on March 1, 1989, by vote of

8,973,423  shares of  Common      out of    10,850,497 shares outstanding.
                          (Class of Stock)

           shares of              out of               shares outstanding, and
                         (Class of Stock)

           shares of              out of               shares outstanding.
                         (Class of Stock)

being at least two-thirds of each class of stock outstanding and entitled to
vote and of each class or

series of stock adversely affected thereby:

         1.       The name by which the corporation shall he known is:

                           Hadco Corporation



         2.       The purpose for which the corporation is formed are as
                  follows: To carry on a general manufacturing and merchandising
                  business and any business incidental thereto or in any way
                  connected therewith, including, but without limiting the
                  generality of the foregoing purpose, the trade or business of
                  designing, producing, manufacturing, adapting, developing,
                  forming, processing, converting, testing and otherwise
                  acquiring, owning, holding, consuming, disposing of and
                  dealing in, and an interest in, printed circuits and all types
                  of electronic and communications equipment and any and all
                  other goods, articles, materials, equipment or compounds
                  required for, or convenient in connection with, or incidental
                  to any of the foregoing, and any other trade or business which
                  can conveniently be carried on in conjunction with any of the
                  materials aforesaid in or upon the premises of the
                  Corporation, and to carry on any business permitted by the
                  laws of the Commonwealth of Massachusetts to a corporation
                  organized under Chapter 156B.

Note: If the spare provided under any article or item on this form is
insufficient, additions shall be act forth at separate 8-1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch for binding. Additions to
more than one article may be continued an a single sheet so long as each article
requiring each such addition is clearly indicated.

         3.       The total number of shares and the par value, if any, of each
                  class of stock which the corporation i authorized to issued is
                  as follows:



                   WITHOUT PAR VALUE                WITH PAR VALUE
                   -----------------                --------------
CLASS OF STOCK     NUMBER OF SHARES      NUMBER OF SHARES      PAR VALUE
- --------------     ----------------      ----------------      ---------
                                                      
Preferred                None                  None               --
Common                   None               25,000,000           $.05


         4.       *If more than one class is authorized, a description of each
                  of the different classes of stock with, if any, the
                  preferences, voting powers, qualifications, special or
                  relative rights or privileges as to each class thereof and any
                  series now established:

                  None

         5.       *The restrictions, if any, imposed by the articles of
                  organization upon the transfer of shares of stock of any class
                  are as follows:

                  None

         6.       *Other lawful provisions, if any, for the conduct and
                  regulation of the business and affairs of the corporation, for
                  its voluntary dissolution, or for limiting, defining, or
                  regulating the powers of the corporation, or of its directors
                  or stockholders, or of any class of stockholders:

                  See Continuation Sheet 6A, which is incorporated herein by
                  reference.

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

         * If there are no such provisions, state "None".



                                                           Continuation Sheet 6A

Meetings of stockholders may be held anywhere in the United States. The
directors may make, amend or repeal the by-laws in whole or in part, except with
respect to any provision thereof which by law or the by-laws requires action by
the stockholders. The whole or any part of the authorized but unissued shares of
capital stock may be issued at any time or from time to time by the Board of
Directors without further action by the stockholders. The Corporation may be a
partner in any business.

The Corporation eliminates the personal liability of each director to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any statutory provision or other law imposing
such liability; provided, that nothing in this paragraph shall eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) under Section sixty-one or sixty-two of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction from which the director
derived an improper personal benefit.

         We further certify that the foregoing restated articles of organization
effect no amendments to the articles of organization of the corporation as
heretofore amended, except amendments to the following articles 3 and 4.

                   Briefly describe amendments in space below:

The amendment abolishes the previously existing class of Convertible Preferred
Stock and accordingly, amends Article 3 of the Restated Articles of Organization
to delete reference to the Convertible Preferred Stock. Because the class of
Convertible Preferred Stock has been eliminated and there remains only a single
class of Common Stock of Hadco Corporation, Article 4, which had previously
described the different classes of stock and the differing rights and privileges
of such class, is deleted, in its entirety.

         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, WE HAVE HERETO
SIGNED OUR NAMES THIS 1ST DAY OF MARCH IN THE YEAR 1989.

  /s/  Jon F. Kropper                         President
- ------------------------------------
Jon F. Kropper

  /s/  James C. Hamilton                          Clerk
- ---------------------------------------------
James C. Hamilton

EX-3.1.55

                                                                  EXHIBIT 3.1.55

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2393279
                                                          Fee: $250.00

                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
                One Ashburton Place, Boston, Massachusetts 02108

            ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
                    (GENERAL LAWS, CHAPTER 156B, SECTION 82)

         We, Timothy P. Losik, Vice President,

         and James C. Hamilton, *Clerk

         of Hadco Corporation,
                           (Exact name of corporation)

         organized under the laws of Massachusetts and herein called the parent
         corporation, certify as follows:

1.       That the subsidiary corporation(s) to be merged into the parent
corporation is/are:

            NAME                 STATE OF ORGANIZATION      DATE OF ORGANIZATION
Hadco Tech Center Three, Inc.            Delaware             June 11, 1996

2.       The parent corporation, at the date of the vote, owned not less than
ninety percent (90%) of the outstanding shares of each class of stock of the
subsidiary corporation or corporations with which it has voted to merge.

ITEM 3 BELOW MAY HE DELETED IF ALL THE CORPORATIONS ARE ORGANIZED TENDER THE
LAWS OF MASSACHUSETTS AND IF GENERAL LAWS, CHAPTER 156B IS APPLICABLE TO THEM.

3.       That in the case of each of the above named corporations, the laws of
the state of its organization, if other than Massachusetts, permit the merger
herein described, and that all action required under the laws of each such state
in connection with this merger has been duly taken.

*Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.



4.       That by unanimous written consent the directors of the parent
corporation, the following vote, pursuant to General Laws, Chapter 156B, Section
82, Subsection (a) was duly adopted:

                 Please see page 4A.



         PAGE 4A

         VOTED:   That Hadco Tech Center Three, Inc., a wholly owned subsidiary
                  of the Corporation, be merged into the Corporation pursuant to
                  Massachusetts General Laws Chapter 156B, Section 82, effective
                  upon the filing of Articles of Merger with the Secretary of
                  the Commonwealth of Massachusetts.

         VOTED:   That the Vice President and the Clerk of the Corporation are,
                  and each of them is, hereby authorized and empowered, for and
                  on behalf of the Corporation, to execute and file with the
                  Secretary of the Commonwealth of Massachusetts Articles of
                  Merger.

         VOTED:   That the Vice President and the Clerk of the Corporation are,
                  and each of them is, hereby authorized and empowered, for and
                  on behalf of the Corporation, to execute and file with the
                  Secretary of State of the State of Delaware a Certificate of
                  Ownership and Merger.

         VOTED:   That the officers of the Corporation are, and each of them is,
                  hereby authorized and empowered, for and on behalf of the
                  Corporation, to execute such other instruments and to do or
                  cause to be done any and all such other acts and things as
                  they, or any of them, may deem necessary, appropriate, or
                  desirable in order to enable the Corporation fully and
                  promptly to carry out the purposes and intents of the
                  foregoing resolutions, the authority of such officer to be
                  conclusively evidenced by his execution of any such document,
                  paper or instrument.



5.       The effective date of the merger shall be the date approved and filed
by the Secretary of the Commonwealth. If a later effective date is desired,
specify such date, which shall not be more than thirty days after the date of
filing.

SIGNED UNDER THE PENALTIES OF PERJURY, this 27th day of June, l997.

  /s/  [ILLEGIBLE]         , Vice President,
- ---------------------------

  /s/  [ILLEGIBLE]         , Clerk
- ---------------------------

*Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.

EX-3.1.56

                                                                  EXHIBIT 3.1.56

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2393279

                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
                One Ashburton Place, Boston, Massachusetts 02108

                              ARTICLES OF AMENDMENT
                    (GENERAL LAWS, CHAPTER 156B, SECTION 72)

         We, Andrew E Lietz, *President/

         and James C. Hamilton, *Clerk/

         of HADCO CORPORATION.
                           (Exact name of corporation)

         located at: c/o James C. Hamilton, 73 Tremont Street, Boston, MA 02108
                (Street address of corporation in Massachusetts)

         certify that these Articles of Amendment affecting articles numbered:

                  Article 3
                  (Number those articles 1, 2, 3, 4, 5, and/or 6 being amended)

         of the Articles of Organization were duly adopted at a meeting held on
March 4, 1998, by vote of:

         10,377,873 shares of common stock of 13,107,357 shares outstanding
                         (type, class & series, if any)

         __________ shares of _____________of __________ shares outstanding, and
                         (type, class & series, if any)

         __________ shares of _____________of __________ shares outstanding, and
                         (type, class & series, if any)

(1)**being at least a majority of each type, class or series outstanding and
entitled to vote thereon: (2)

'*Delete the inapplicable words.               **Delete the inapplicable clause.

Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8-1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.

- ------------------
     (1) For amendments adopted pursuant to Chapter 156B, Section 70.

     (2) For amendments adopted pursuant to Chapter 156B, Section 71.



To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:

The total presently authorized is:



- -------------------------------------------------------------------------------
        WITHOUT PAR VALUE STOCKS                 WITH PAR VALUE STOCKS
- -------------------------------------------------------------------------------
   TYPE     NUMBER OF SHARES      TYPE      NUMBER OF SHARES     PAR VALUE
- -------------------------------------------------------------------------------
                                                     
Common            N/A           Common:        25,000,000          $0.05
- -------------------------------------------------------------------------------

Preferred:        N/A          Preferred:          N/A              N/A
- -------------------------------------------------------------------------------


Change the total authorized to:



- -------------------------------------------------------------------------------
        WITHOUT PAR VALUE STOCKS                 WITH PAR VALUE STOCKS
- -------------------------------------------------------------------------------
   TYPE     NUMBER OF SHARES      TYPE      NUMBER OF SHARES     PAR VALUE
- -------------------------------------------------------------------------------
                                                     
Common            N/A           Common:        55,000,000          $0.05
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Preferred:        N/A          Preferred:          N/A              N/A
- -------------------------------------------------------------------------------




         The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

SIGNED UNDER THE PENALTIES OF PERJURY, this 4th day of March, 1998.

  /s/  Andrew E. Lietz              ,    *President/*
- ------------------------------------
Andrew E. Lietz

  /s/  James C. Hamilton            ,    *Clerk/*
- ------------------------------------
James C. Hamilton

Delete the inapplicable words.

EX-3.1.57

                                                                  EXHIBIT 3.1.57

                                 FEDERAL IDENTIFICATION   FEDERAL IDENTIFICATION
                                 NO. APPLIED FOR          NO. 04-2393279

                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                               ARTICLES OF MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 78)

merger of
                                         SANM Acquisition Subsidiary, Inc.

                                            and

                                         Hadco Corporation

                                         _______________________________________

                                         _______________________________________

                                              the constituent corporations, into

                                         Hadco Corporation

                                             one of the constituent corporations

The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:

1.       An agreement of merger has been duly adopted to compliance with the
requirements of General Laws, Chapter of 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The surviving corporation will furnish a
copy of said agreement to any its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.

2.       The effective date of the merger determined pursuant to the agreement
of merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a later effective date is desired, specify such date which
should not be more than thirty days after the date of filing.

3.       (For a merger)
         The following amendments to the Articles of Organization of the
surviving corporation have been effected pursuant to the agreement of merger:

         See Exhibit A attached hereto.

Delete the inapplicable word.  **if there are no provisions state "None".
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper with a left margins of at least 1 inch. Additions to more than one article
may be made on a single sheet as long as each article requiring each addition so
clearly indicated.

(FOR A CONSOLIDATION)
(a)      The purpose of the resulting corporation is to engage in the following
business activities:



(b)      State the total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue.



- --------------------------------------------------------------------------------
       WITHOUT PAR VALUE                       WITH PAR VALUE
- --------------------------------------------------------------------------------
TYPE         NUMBER OF SHARES      TYPE      NUMBER OF SHARES     PAR VALUE
- --------------------------------------------------------------------------------
                                                      
Common:                          Common:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Preferred:                      Preferred:
- --------------------------------------------------------------------------------

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


**(c) if more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.

**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:

**(e) Other unlawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

** If there are not provisions state "None".

                                       -2-



                                    EXHIBIT A
                                       TO
                               ARTICLES OF MERGER
                      OF SANM ACQUISITION SUBSIDIARY, INC.
                                  WITH AND INTO
                                HADCO CORPORATION

                                   ARTICLE II

         The purpose of the corporation is to engage in the following business
activities:

                  To carry on a general manufacturing and merchandising business
and to carry on any and all business permitted by the laws of the Commonwealth
of Massachusetts with respect to a corporation organized under Chapter 156B of
the General Laws.

                                   ARTICLE III

         State the total number of shares and par value, if any, of each class
of stock which the corporation is authorized to issue.



- --------------------------------------------------------------------------------
        WITHOUT PAR VALUE                        WITH PAR VALUE
- --------------------------------------------------------------------------------
TYPE          NUMBER OF SHARES     TYPE       NUMBER OF SHARES     PAR VALUE
- --------------------------------------------------------------------------------
                                                       
Common:            NONE            Common:          1,000            $0.01
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Preferred:         NONE           Preferred:        NONE
- --------------------------------------------------------------------------------

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


                                   ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.

         Not applicable.

                                    ARTICLE V

         The restrictions, if any, imposed by the Articles of Organization upon
the transfer of shares of stock any class are:

         None.



                                   ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or any class of stockholders:

         No Director or officer shall be disqualified by his office from dealing
         or contracting as vendor, purchaser or otherwise, whether in his
         individual capacity or through any other corporation, trust,
         association, firm or joint venture in which he is interested as a
         stockholder, director, trustee, partner or otherwise, with the
         corporation or any corporation, trust, association, firm or joint
         venture in which the corporation shall be a stockholder or otherwise
         interested or which shall hold stock or be otherwise interested in the
         corporation, nor shall any such dealing or contract be avoided, nor
         shall any Director or officer so dealing or contracting be liable to
         account for any profit or benefit realized through any such dealing or
         contract to the corporation or to any stockholder or creditor thereof
         solely because of the fiduciary relationship established by reason of
         his holding such Directorship or office. Any such interest of a
         Director shall not disqualify him from being counted in determining the
         existence of a quorum at any meeting nor shall any such interest
         disqualify him from voting or consenting as a Director or having his
         vote or consent counted in connection with any such dealing or
         contract.

         No stockholder shall be disqualified from dealing or contracting as
         vendor, purchaser or otherwise, either in his individual capacity or
         through any other corporation, trust, association, firm or joint
         venture in which he is interested as a stockholder, director, trustee,
         partner or otherwise, with the corporation or any corporation, trust,
         association, firm or joint venture in which the corporation shall be a
         stockholder or otherwise interested or which he hold stock or be
         otherwise interested in the corporation, nor shall any such dealing or
         contract be avoided, nor shall any stockholder so dealing or
         contracting be liable to account for any profit or benefit realized
         through any such contract or dealing to the corporation or to any
         stockholder or creditor thereof by reason of such stockholder holding
         stock in the corporation to any amount, nor shall any fiduciary
         relationship be deemed to be established by such stockholding.

         Meetings of the stockholders of the corporation may be held at any
         place within the United States.

         The corporation may be a partner in any business enterprise it would
         have power to conduct by itself.

         The Directors may make, amend or repeal the By-Laws in whole or in
         part, except with respect to any provision thereof which by law or the
         By-Laws requires action by the stockholders.

         No Director of the corporation shall be liable to the corporation or
         its stockholders for monetary damages for breach of fiduciary duty as a
         Director notwithstanding any statutory provision or other law imposing
         such liability, except for liability of a Director (i) for any



         breach of the Director's duty of loyalty to the corporation or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Sections 61 or 62 of Chapter 156B of the Massachusetts General
         Laws, or (iv) for any transaction from which the Director derived an
         improper personal benefit. No amendment or repeal of this paragraph
         shall apply to or have any effect on the liability or alleged liability
         of any Director of the corporation for or with respect to any acts or
         omissions of such Director occurring prior to such amendment or repeal.

EX-3.1.58

                                                                  EXHIBIT 3.1.58

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2393279
                                                          Fee: $250.00

                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

            ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
                    (GENERAL LAWS, CHAPTER 156B, SECTION 82)

                                    01238911

         We, Randy Furr, *President

         and Rick Ackel, *Clerk

         of HADCO CORPORATION.
                           (Exact name of corporation)

         organized under the laws of Massachusetts and herein called the parent
         corporation, certify as follows:

         1.       That the subsidiary corporation(s) to be merged into the
         parent corporation is/are:



            NAME               STATE OF ORGANIZATION        DATE OF ORGANIZATION
                                                      
1]  Hadco Phoenix, Inc.             Delaware                  February 1, 1998

2]  CCIR of Texas Corp.             Texas                     March 27, 1997

3]  CCIR of California Corp.        California                November 5, 1997


         2.       The parent corporation, at the date of the vote, owned not
         less than ninety percent (90%) of the outstanding shares of each class
         of stock of the subsidiary corporation or corporations with which it
         has voted to merge.

         ITEM 3 BELOW MAY BE DELETED IF ALL THE CORPORATIONS ARE ORGANIZED UNDER
         THE LAWS OF MASSACHUSETTS AND IF GENERAL LAWS, CHAPTER 156B IS
         APPLICABLE TO THEM.

         3.       That in the case of each of the above named corporations, the
         laws of the state of its organization, if other than Massachusetts,
         permit the merger herein described, and that all action required under
         the laws of each such state in connection with this merger has been
         duly taken.

         *Delete the inapplicable words, !n case the parent corporation is
         organized under the laws of a state other than Massachusetts, these
         articles are to be signed by officers having corresponding powers and
         duties.

         4.       That at a meeting of the directors of the parent corporation,
         the following vote, pursuant to General Laws, Chapter 156B, Section 82,
         Subsection (a) was duly adopted:



         See page 4A

 NOTE: VOTES, FOR WHICH THE SPACE PROVIDED ABOVE IT NOT SUFFICIENT, SHOULD BE
 LISTED ON ADDITIONAL SHEETS TO BE NUMBERED 4A, 4B, ETC. ADDITIONAL SHEETS MUST
 BE 8 1/2 X 11 AND HAVE A LEFT HAND MARGIN OF 1 INCH. ONLY ONE SIDE SHOULD BE
                                     USED.



                                     PAGE 4A

                       ACTION BY UNANIMOUS WRITTEN CONSENT
                          OF THE BOARD OF DIRECTORS OF
                                HADCO CORPORATION

         RESOLVED: that Hadco Corporation merge, and it hereby does merge, each
         of the entities listed below into itself and assumes all of their
         liabilities and obligations:

                  Hadco Phoenix, Inc.       CCIR of Texas Corp.
                                            CCIR of California Corp.

         FURTHER RESOLVED: that each merger shall be effective upon filing with
         the appropriate government offices.

         FURTHER RESOLVED: that the proper officers of Hadco Corporation be and
         they hereby are authorized and directed to make and execute Articles of
         Merger setting forth a copy of these resolutions to merge each of the
         above-listed entities and assume its liabilities and obligations, and
         the date of adoption thereof, and to cause the same to be filed with
         the Delaware Secretary of State and the Secretary of the Commonwealth
         of Massachusetts and to do all acts and things whatsoever, whether
         within or without the State of Delaware and the State of Massachusetts,
         which may be necessary or proper to effect said merger.

         DIRECTORS VOTING IN FAVOR                           DIRECTORS OPPOSED
         OF ABOVE RESOLUTION                                 TO ABOVE RESOLUTION

         /s/ Randy Furr                                       None
         -------------------------------
         Randy Furr

         /s/ Rick Ackel
         -------------------------------
         Rick Ackel



         5.       The effective date of the merger shall be the date approved
         and filed by the Secretary of the Commonwealth. If a later effective
         date is desired, specify such date, which shall not be more than thirty
         days after the date of filing:

         1]   As to Hadco Phoenix, Inc., the effective date of the merger shall
              be September 28, 2001.

         2]   As to CCIR of Texas Corp., the effective date of the merger shall
              be September 28, 2001.

         3]   As to CCIR of California Corp., the effective date of the merger
              shall be September 28, 2001.

         SECTION 6 BELOW MAY BE DELETED IF THE PARENT CORPORATION IS ORGANIZED
         UNDER THE LAWS OF MASSACHUSETTS.

         6.       The parent corporation hereby agrees that it may be sued in
         the Commonwealth of Massachusetts for any prior obligation of any
         corporation organized under the laws of Massachusetts with which it has
         merged, and any obligation hereafter incurred by the parent
         corporation, including the obligation created by General Laws, Chapter
         156B, Section 82, Subsection (e), so long as any liability remains
         outstanding against the parent corporation in the Commonwealth of
         Massachusetts, and it hereby irrevocably appoints the Secretary of the
         Commonwealth as its agent to accept service of process in any action
         for the enforcement of any such obligations, including taxes, in the
         same manner as provided in Chapter 181.

         SIGNED UNDER THE PENALTIES OF PERJURY, this 26 day of September, 2001,

                   /s/ Randy Furr             Randy Furr        , * President
         -------------------------------------------------------

                  /s/ Rick Ackel              Rick Ackel        , * Clerk
         -------------------------------------------------------

         Delete the inapplicable words, In case the parent corporation is
         organized under the laws of a state other than Massachusetts, these
         articles are to be signed by officers having corresponding powers and
         duties.

EX-3.1.59

                                                                  EXHIBIT 3.1.59

                              CERTIFICATE OF MERGER

                                     MERGING

                        SUN ACQUISITION SUBSIDIARY, INC.

                                  WITH AND INTO

                                SCI SYSTEMS, INC.

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

            Pursuant to Section 251 of the General Corporation Law of
                              the State of Delaware

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

         SCI Systems, Inc., a Delaware corporation ("SCI"), DOES HEREBY CERTIFY
AS FOLLOWS:

         FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:



NAME                                   STATE OF INCORPORATION
- ----                                   ----------------------
                                    
SCI Systems, Inc.                      Delaware
Sun Acquisition Subsidiary, Inc.       Delaware


         SECOND: That the Amended and Restated Agreement and Plan of
Reorganization (the "Merger Agreement"), dated as of July 13, 2001, among
Sanmina Corporation, a Delaware corporation, SCI and Sun Acquisition Subsidiary,
Inc., a Delaware corporation ("SUN"), setting forth the terms and conditions of
the merger of SUN with and into SCI (the "Merger"), has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 251 of the Delaware Law.

         THIRD: The name of the surviving corporation in the Merger is SCI
Systems, Inc. (the "Surviving Corporation").

         FOURTH: That pursuant to the Merger Agreement, from and after the
effective time of the Merger, the Certificate of Incorporation of the Surviving
Corporation shall be amended and restated in its entirety to read as set forth
in Exhibit A attached hereto.

         FIFTH: That an executed copy of the Merger Agreement is on file at the
principal place of business of the Surviving Corporation at the following
address: SCI Systems, Inc., 2101 West Clinton Avenue, Huntsville, Alabama 35805.

         SIXTH: That a copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.



         SEVENTH: That the Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.

                                       -2-



         IN WITNESS WHEREOF, SCI Systems, Inc. has caused this Certificate of
Merger to be executed in its corporate name as of the 6th day of December, 2001.

                                      SCI SYSTEMS, INC.

                                      By:  /s/ A. Eugene Sapp, Jr.
                                           -------------------------------------
                                           President and Chief Executive Officer

                  [SIGNATURE PAGE TO THE CERTIFICATE OF MERGER]

                                       -3-



                                    EXHIBIT A

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                SCI SYSTEMS, INC.

         1.       The name of this corporation is SCI Systems, Inc.

         2.       The address of the corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle, Zip Code 19801. The name of its registered
agent at such address is The Corporation Trust Company,

         3.       The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         4.       The corporation is authorized to issue one class of shares to
be designated "Common Stock". The number of shares of Common Stock authorized to
be issued is One Thousand (1,000), with par value of $0.001 per share.

         5.       In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter, amend
or repeal the Bylaws of the corporation.

         6.       The election of directors need not be by written ballot unless
the Bylaws of the corporation shall so provide.

         7.       (a)      To the fullest extent permitted by the Delaware
General Corporation Law as the same exists or as may hereafter be amended, a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Neither any amendment nor repeal of this Article, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article, shall eliminate or reduce the effect of this Article in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Article, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.

                  (b)      The corporation shall indemnify each of the
corporation's directors and officers in each and every situation where under
Section 145 of the General Corporation Law of the State of Delaware, as amended
from time to time ("Section 145"), the Corporation is permitted or empowered to
make such indemnification. The corporation may, in the sole discretion of the
Board of Directors of the corporation, indemnify any other person who may be
indemnified pursuant to



Section 145 to the extent the Board of Directors deems advisable, as permitted
by Section 145. The Corporation shall promptly make or cause to be made any
determination required to be made pursuant to Section 145.

         8.       Advance notice of new business and stockholder nomination for
the election of directors shall be given in the manner and to the extent
provided in the Bylaws of the corporation.

         9.       The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                       -2-

EX-3.1.60

                                                                  EXHIBIT 3.1.60

                          CERTIFICATE OF INCORPORATION

                                       OF

                             SCI U.K. HOLDING, INC.

         FIRST:   The name of this Corporation is SCI U.K. HOLDING, INC.

         SECOND:  Its Registered Office in the State of Delaware is to be
located at 100 West Tenth Street, in the City of Wilmington, County of New
Castle, Zip Code 19801. The Registered Agent in charge thereof is The
Corporation Trust Company.

         THIRD:   The business of the Corporation shall be to hold shares either
directly or through one or more subsidiaries, in any company established for the
purpose of carrying on in the United Kingdom or Continental Europe the business
of SCI Systems, Inc., a Delaware corporation, and to advise and assist in the
promotion and development of the business of any such company, including,
without prejudice to the generality of the foregoing, to provide all or part of
the finance required by any such company and in connection therewith, the
Corporation may employ such staff, raise money by whatsoever means, place funds
on deposit or otherwise invest funds not for the time being used in the
principal business of the Corporation with a view to obtaining income therefrom
or of making a long term gain but not for short term profit and generally, the
Corporation may do anything calculated to facilitate or which is conducive or
incidental to the attainment of the above object.

         FOURTH:  The amount of the total authorized stock of this Corporation
is One Thousand Dollars ($1,000), divided into Ten Thousand (10,000) shares, of
One-Tenth of One Dollar ($0.10) each.



         FIFTH:   The name and mailing address of the incorporator is as
follows:

       NAME                                    MAILING ADDRESS

Wayne Shortridge                     Powell, Goldstein, Frazer & Murphy
                                     The Citizens and Southern National Bank
                                        Building
                                     35 Broad Street, N.W.
                                     Atlanta, Georgia  30335

         SIXTH:   The initial Board of Directors shall consist of three (3)
members who shall be and whose addresses are:

       NAME                                    MAILING ADDRESS

John Gallagher                        P.O. Box 4
                                      One Crompton Way
                                      North Newmoor Industrial Estate
                                      Irvine, Ayrshire Scotland
                                      KA11 4HU

Olin B. King                          5000 Technology Drive
                                      Huntsville, Alabama  35802

Ian Lumsden                           P.O. Box 4
                                      One Crompton Way
                                      North Newmoor Industrial Estate
                                      Irvine, Ayrshire Scotland
                                      KA11 4HU

         THE UNDERSIGNED, for the purpose of forming a Corporation under the
laws of the State of Delaware, does make, file and record this Certificate, and
does certify that the facts herein stated are true; and has accordingly set his
hand this 12th day of July, 1984.

                                               /s/ Wayne Shortridge
                                               ---------------------------------
                                               Incorporator

                                       -2-

EX-3.1.61

                                                                  EXHIBIT 3.1.61

                            CERTIFICATE OF AMENDMENT
                       OF CERTIFICATE OF INCORPORATION OF
                             SCI U.K. HOLDING, INC.

         SCI U.K. Holding, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

         The amendment to the Corporation's Certificate of Incorporation set
forth in the following resolution approved by the Corporation's Board of
Directors and Stockholders was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware:

         WHEREAS, the Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation to amend the Corporation's
Certificate of Incorporation so as to increase the total authorized stock of the
Corporation to 100,000 shares of $0.10 par value;

         RESOLVED, the Certificate of Incorporation of the Corporation shall be
amended by deleting the fourth paragraph in its entirety and inserting in lieu
thereof the following language (the "Amendment"):

                  FOURTH: The amount of the total authorized stock of this
                  Corporation is Ten Thousand Dollars ($10,000.00), divided into
                  One Hundred Thousand (100,000) shares, of One-Tenth of One
                  Dollar ($0.10) each.

         IN WITNESS WHEREOF, SCI U.K. Holding, Inc. has caused this Certificate
to be signed and attested by its duly authorized officers as of the 4th day of
April, 1985.

                                                  SCI U.K. HOLDING, INC.

                                                  By: /s/  Olin B. King
                                                     ---------------------------
ATTEST:
                                                  Title: Vice President/Director

By: /s/  [ILLEGIBLE]
   --------------------------------

Title: Secretary/Director

[CORPORATE SEAL]

EX-3.1.62

                                                                  EXHIBIT 3.1.62

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                             SCI U.K. TRADING, INC.
                                      INTO
                             SCI U.K. HOLDING, INC.

                         (PURSUANT TO SECTION 253 OF THE
                      GENERAL CORPORATION LAW OF DELAWARE)

         SCI U.K. HOLDING, INC., a Delaware corporation (the "Corporation"),
         does hereby certify:

         FIRST: That the Corporation is incorporated pursuant to the General
         Corporation Law of the State of Delaware.

         SECOND: That the Corporation owns all of the outstanding shares of each
         class of the capital stock of SCI U.K. Trading, Inc., a Delaware
         corporation.

         THIRD: That the Corporation, by the following resolutions of its Board
         of Directors, duly adopted by unanimous consent dated as of the 19th
         day of October, 1987, determined to merge into itself SCI U.K. Trading,
         Inc. on the conditions set forth in such resolutions:

                  RESOLVED, that SCI U.K. Holding, Inc. merge into itself its
                  subsidiary, SCI U.K. Trading, Inc., and assume all of said
                  subsidiary's liabilities and obligations;

                  FURTHER RESOLVED, that the President and Secretary of SCI U.K.
                  Holding, Inc. be and they hereby are directed to make, execute
                  and acknowledge a certificate of ownership and merger setting
                  forth a copy of the resolution to merge said SCI U.K. Trading,
                  Inc. into SCI U.K. Holding, Inc. and to assume said
                  subsidiary's liabilities and obligations, and to file the same
                  in the office of the Secretary of State of Delaware and a
                  certified copy thereof in the Office of the Recorder of Deeds
                  of the County of New Castle, Delaware.



         IN WITNESS WHEREOF, said SCI U.K. Holding, Inc. has caused its
corporate seal to be affixed and this certificate to be signed by A. Eugene
Sapp, Jr., its President, and D. Lynn Cox, its Secretary, as of the 19th day of
October, 1987.

                                              SCI U.K. Holding, Inc.

                                              By: /s/ A. Eugene Sapp, Jr.
                                                 -------------------------------
                                                 A. Eugene Sapp, Jr.
                                                 President
ATTEST:

By: /s/ D. Lynn Cox
   -----------------------------------
   D. Lynn Cox
   Secretary

                                       -2-



                            CORPORATE ACKNOWLEDGEMENT

STATE OF ALABAMA
COUNTY OF MADISON

         Be it remembered that on this 19th day of October, 1987, personally
came before me, Eunice Betts, a notary public in and for the county and state
aforesaid, A. Eugene Sapp, Jr., president of SCI U.K. Holding, Inc., a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he
the said A. Eugene Sapp, Jr., as such president, duly executed the said
certificate before me and acknowledged the said certificate to be his act and
deed and the act and deed of said corporation and the facts stated therein are
true; that the signature of the president of said corporation to the foregoing
certificate is the handwriting of the said president of said corporation, and
that the seal affixed to said certificate, and attested by the secretary of said
corporation, is the common or corporate seal of said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                                           /s/  Eunice Betts              (SEAL)
                                         ---------------------------------
                                         Notary Public

EX-3.1.63

                                                                  EXHIBIT 3.1.63

                                   CERTIFICATE

             FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION

         SCI U.K. HOLDING, INC., a corporation organized under the laws of
Delaware, the Certificate of Incorporation of which was filed in the office of
the Secretary of State on the 13th day of July, 1984 and thereafter voided for
non-payment of taxes, now desiring to procure a revival of its Certificate of
Incorporation, hereby certifies as follows:

         1.       The name of this corporation is

                             SCI U.K. HOLDING, INC.

         2.       Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle and the name of its registered agent at such address is The Corporation
Trust Company.

         3.       The date when the revival of the Certificate of Incorporation
of this corporation is to commence is the 29th day of February, 1992, same being
prior to the date the Certificate of Incorporation became void. Revival of the
Certificate of Incorporation is to be perpetual.

         4.       This corporation was duly organized under the laws of Delaware
and carried on the business authorized by its Certificate of Incorporation until
the 1st day of March, 1992, at which time its Certificate of Incorporation
became inoperative and void for non-payment of taxes and this Certificate for
Renewal and Revival is filed by authority of the duly elected directors of the
corporation in accordance with the laws of Delaware.



         IN WITNESS WHEREOF, said SCI U.K. HOLDINGS, INC. in compliance with
Section 312 of Title 8 of the Delaware Code has caused this certificate to be
signed by A.E. Sapp, Jr., its last and acting President and attested by Wayne
Shortridge, its last and acting Assistant Secretary, this 11th day of March,
1993.

                                         SCI U.K. HOLDING, INC.

                                         By:  /s/ A.E. Sapp, Jr.
                                              ----------------------------------
                                              Last and Acting President
                                              A. E. Sapp, Jr.

ATTEST:

By: /s/ Wayne Shortridge
    --------------------------------
    Last and Acting Asst. Secretary
    Wayne Shortridge

                                       -2-

EX-3.1.64

                                                                  EXHIBIT 3.1.64

                            CERTIFICATE OF AMENDMENT
                       OF CERTIFICATE OF INCORPORATION OF
                             SCI U.K. HOLDING, INC.

         SCI U.K. HOLDING, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

         The amendment to the Corporation's Certificate of Incorporation set
forth in the following joint resolution approved by the Board of Directors and
the Shareholder of the Corporation was duly adopted as of December 31, 1992, in
accordance with the provisions of Sections 141(f) and 228 of the General
Corporation Law of the State of Delaware, respectively:

                           WHEREAS, the Board of Directors of the Corporation
                  has determined it to be in the best interest of the
                  Corporation to amend the Certificate of Incorporation of the
                  Corporation to change the name of the Corporation from "SCI
                  U.K. HOLDING, INC." to "SCI HOLDINGS, INC." and the
                  Shareholder has agreed thereto;

                           NOW, THEREFORE, BE IT RESOLVED that the Board of
                  Directors and the Shareholder of the Corporation do hereby
                  unanimously approve the name change of the Corporation to "SCI
                  HOLDINGS, INC."; that the first paragraph of the Certificate
                  of Incorporation be deleted in its entirety and the following
                  substituted in lieu thereof: "First, the name of this
                  Corporation is SCI HOLDINGS, INC."; that the officers of the
                  Corporation be and they are hereby authorized to do acts and
                  to execute and deliver all documents deemed necessary or
                  desirable to effect the foregoing; and that the signature of
                  such officer to a document shall be conclusive evidence of his
                  authority to execute and deliver such document.



         IN WITNESS WHEREOF, SCI U.K. HOLDING, INC. has caused this Certificate
to be signed and attested by its duly authorized officers as of the 7th day of
January, 1993.

                                       SCI U.K. HOLDING, INC.

                                       By:  /s/ A. Eugene Sapp, Jr.
                                            ------------------------------------
                                            A. Eugene Sapp, Jr.
                                            President

ATTEST:

By: /s/ Michael M. Sullivan
    -------------------------
    Michael M. Sullivan
    Secretary

         [CORPORATE SEAL]

                                       -2-

EX-3.1.65

                                                                  EXHIBIT 3.1.65

                          CERTIFICATE OF INCORPORATION

                                       OF

                                INTERAGENCY, INC.

                  1.       The name of the corporation is

                                INTERAGENCY, INC.

                  2.       The address of its registered office in the State of
         Delaware is No. 100 West Tenth Street, in the City of Wilmington,
         County of New Castle. The name of its registered agent at such address
         is The Corporation Trust Company.

                  3.       The nature of the business or purposes to be
         conducted or promoted is:

                  To conduct a general insurance agency and insurance brokerage
         business, and to act as agents, brokers, representatives,
         attorney-in-fact and agency managers in soliciting, receiving
         applications for, and placing, insurance of all kinds.

                  To establish, maintain, manage, conduct and operate, in any
         part of the world, travel bureaus, travel agencies, tourist agencies,
         and to engage in, transact, conduct and carry on any and all
         occupations and businesses necessary or convenient in connection
         therewith or incidental, applicable or contributory thereto.

                  To act as agent, broker or attorney-in-fact, for others in
         purchasing, selling, leasing and otherwise dealing in and with real
         property, or any interest therein; to act as agent for others in the
         loaning and borrowing of money, secured by real and personal property;
         and to engage in and carry on a general real estate agency and
         brokerage business.

                  To engage in any lawful act or activity for which corporations
         may be organized under the General Corporation Law of Delaware.



                  4.       The total number of shares of stock which the
         corporation shall have authority to issue is one thousand (1,000) and
         the par value of each of such shares is One Dollar ($1.00) amounting in
         the aggregate to One Thousand Dollars ($1,000.00).

                  5A.      The name and mailing address of each incorporator is
         as follows:

                   NAME                          MAILING ADDRESS

                   S. E. Widdoes                 100 West Tenth Street
                                                 Wilmington, Delaware 19801

                   W. J. Reif                    100 West Tenth Street
                                                 Wilmington, Delaware 19801

                   J. L. Rivera                  100 West Tenth Street
                                                 Wilmington, Delaware 19801

                  5B.      The name and mailing address of each person, who is
         to serve as a director until the first annual meeting of the
         stockholders or until a successor is elected and qualified, is as
         follows:

                   NAME                          MAILING ADDRESS

                   William R. Snyder             Interagency, Inc.
                                                 P. O. Box 4208
                                                 Huntsville, Alabama  35802

                   A. E. Sapp                    Interagency, Inc.
                                                 P. O. Box 4208
                                                 Huntsville, Alabama  35802

                   B. Reid Presson, Jr.          Interagency, Inc.
                                                 P. O. Box 4208
                                                 Huntsville, Alabama  35802

                                       -2-



                  6.       The corporation is to have perpetual existence.

                  7.       In furtherance and not in limitation of the powers
         conferred by statute, the board of directors is expressly authorized:

                           To make, alter or repeal the by-laws of the
         corporation.

                  8.       Meetings of stockholders may be held within or
         without the State of Delaware, as the by-laws may provide. The books of
         the corporation may be kept (subject to any provision contained in the
         statutes) outside the State of Delaware at such place or places as may
         be designated from time to time by the board of directors or in the
         by-laws of the corporation. Elections of directors need not be by
         written ballot unless the by-laws of the corporation shall so provide.

                  9.       The corporation reserves the right to amend, alter,
         change or repeal any provision contained in this certificate of
         incorporation, in the manner now or hereafter prescribed by statute,
         and all rights conferred upon stockholders herein are granted subject
         to this reservation.

                  WE, THE UNDERSIGNED, being each of the incorporators
         hereinbefore named, for the purpose of forming a corporation pursuant
         to the General Corporation Law of the State of Delaware, do make this
         certificate, hereby declaring and certifying that this is our act and
         deed and the facts herein stated are true, and accordingly have
         hereunto set our hands this 25th day of June, 1973.

                                                  /s/  S.E. Widdoes
                                                --------------------------------

                                                  /s/  W.J. Reif
                                                --------------------------------

                                                  /s/  J.L. Rivera
                                                --------------------------------

                                       -3-

EX-3.2.1

                                                                  EXHIBIT 3.2.01

                              AMENDED AND RESTATED

                                    BYLAWS OF

                        MOOSE ACQUISTION SUBSIDIARY, INC.

                    (initially adopted on November 25, 2002)



                                TABLE OF CONTENTS



                                                                                              PAGE
                                                                                              ----
                                                                                           
ARTICLE I - CORPORATE OFFICES..............................................................      1

         1.1      REGISTERED OFFICE........................................................      1
         1.2      OTHER OFFICES............................................................      1

ARTICLE II - MEETINGS OF STOCKHOLDERS......................................................      1

         2.1      PLACE OF MEETINGS........................................................      1
         2.2      ANNUAL MEETING...........................................................      1
         2.3      SPECIAL MEETING..........................................................      1
         2.4      NOTICE OF STOCKHOLDERS' MEETINGS.........................................      2
         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.............................      2
         2.6      QUORUM...................................................................      2
         2.7      ADJOURNED MEETING; NOTICE................................................      2
         2.8      CONDUCT OF BUSINESS......................................................      3
         2.9      VOTING...................................................................      3
         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING..................      3
         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS..............      3
         2.12     PROXIES..................................................................      4
         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE....................................      4

ARTICLE III - DIRECTORS....................................................................      5

         3.1      POWERS...................................................................      5
         3.2      NUMBER OF DIRECTORS......................................................      5
         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS..................      5
         3.4      RESIGNATION AND VACANCIES................................................      5
         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.................................      6
         3.6      REGULAR MEETINGS.........................................................      6
         3.7      SPECIAL MEETINGS; NOTICE.................................................      6
         3.8      QUORUM...................................................................      7
         3.9      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING........................      7
         3.10     FEES AND COMPENSATION OF DIRECTORS.......................................      7
         3.11     APPROVAL OF LOANS TO OFFICERS............................................      7
         3.12     REMOVAL OF DIRECTORS.....................................................      7

ARTICLE IV - COMMITTEES....................................................................      8

         4.1      COMMITTEES OF DIRECTORS..................................................      8
         4.2      COMMITTEE MINUTES........................................................      8
         4.3      MEETINGS AND ACTION OF COMMITTEES........................................      8

ARTICLE V - OFFICERS.......................................................................      9

         5.1      OFFICERS.................................................................      9
         5.2      APPOINTMENT OF OFFICERS..................................................      9
         5.3      SUBORDINATE OFFICERS.....................................................      9
         5.4      REMOVAL AND RESIGNATION OF OFFICERS......................................      9


                                       -i-



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                              PAGE
                                                                                              ----
                                                                                           
         5.5      VACANCIES IN OFFICES.....................................................      9
         5.6      CHAIRPERSON OF THE BOARD.................................................     10
         5.7      CHIEF EXECUTIVE OFFICER..................................................     10
         5.8      PRESIDENT................................................................     10
         5.9      VICE PRESIDENTS..........................................................     10
         5.10     SECRETARY................................................................     10
         5.11     CHIEF FINANCIAL OFFICER..................................................     11
         5.12     ASSISTANT SECRETARY......................................................     11
         5.13     ASSISTANT TREASURER......................................................     11
         5.14     REPRESENTATION OF SHARES OF OTHER CORPORATIONS...........................     12
         5.15     AUTHORITY AND DUTIES OF OFFICERS.........................................     12

ARTICLE VI - RECORDS AND REPORTS...........................................................     12

         6.1      MAINTENANCE AND INSPECTION OF RECORDS....................................     12
         6.2      INSPECTION BY DIRECTORS..................................................     12

ARTICLE VII - GENERAL MATTERS..............................................................     13

         7.1      CHECKS...................................................................     13
         7.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.........................     13
         7.3      STOCK CERTIFICATES; PARTLY PAID SHARES...................................     13
         7.4      SPECIAL DESIGNATION ON CERTIFICATES......................................     13
         7.5      LOST CERTIFICATES........................................................     14
         7.6      CONSTRUCTION; DEFINITIONS................................................     14
         7.7      DIVIDENDS................................................................     14
         7.8      FISCAL YEAR..............................................................     14
         7.9      SEAL.....................................................................     14
         7.10     TRANSFER OF STOCK........................................................     15
         7.11     STOCK TRANSFER AGREEMENTS................................................     15
         7.12     REGISTERED STOCKHOLDERS..................................................     15
         7.13     WAIVER OF NOTICE.........................................................     15

ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION...........................................     15

         8.1      NOTICE BY ELECTRONIC TRANSMISSION........................................     15
         8.2      DEFINITION OF ELECTRONIC TRANSMISSION....................................     16
         8.3      INAPPLICABILITY..........................................................     16

ARTICLE IX - AMENDMENTS....................................................................     16

ARTICLE X - INDMENNIFICATION OF DIRECTORS AND OFFICERS.....................................     17


                                      -ii-



         AMENDED AND RESTATED BYLAWS OF MOOSE ACQUISTION SUBSIDARY, INC.

                         ARTICLE I -- CORPORATE OFFICES

         1.1      REGISTERED OFFICE.

         The registered office of Moose Acquisition Subsidiary, Inc. shall be
fixed in the corporation's certificate of incorporation, as the same may be
amended from time to time.

         1.2      OTHER OFFICES.

         The corporation's Board of Directors (the "Board") may at any time
establish other offices at any place or places where the corporation is
qualified to do business.

                     ARTICLE II -- MEETINGS OF STOCKHOLDERS

         2.1      PLACE OF MEETINGS.

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the Board. The Board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law (the
"DGCL"). In the absence of any such designation or determination, stockholders'
meetings shall be held at the corporation's principal executive office.

         2.2      ANNUAL MEETING.

         The annual meeting of stockholders shall be held each year. The Board
shall designate the date and time of the annual meeting. In the absence of such
designation the annual meeting of stockholders shall be held on the second
Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding business day. At the annual meeting, directors shall be elected and
any other proper business may be transacted.

         2.3      SPECIAL MEETING.

         A special meeting of the stockholders may be called at any time by the
Board, chairperson of the Board, chief executive officer or president (in the
absence of a chief executive officer) or by one or more stockholders holding
shares in the aggregate entitled to cast not less than 10% of the votes at that
meeting.

         If any person(s) other than the Board calls a special meeting, the
request shall:
                  (i)      be in writing;

                  (ii)     specify the time of such meeting and the general
nature of the business proposed to be transacted; and



                  (iii)    be delivered personally or sent by registered mail or
by facsimile transmission to the chairperson of the Board, the chief executive
officer, the president (in the absence of a chief executive officer) or the
secretary of the corporation.

         The officer(s) receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote at such meeting, in accordance with
the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be
held at the time requested by the person or persons calling the meeting. No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders. Nothing contained in this paragraph of
this Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board may be held.

         2.4      NOTICE OF STOCKHOLDERS' MEETINGS.

         All notices of meetings of stockholders shall be sent or otherwise
given in accordance with either Section 2.5 or Section 8.1 of these bylaws not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notice shall specify the
place, if any, date and hour of the meeting, the means of remote communication,
if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

         Notice of any meeting of stockholders shall be given:

                  (i)      if mailed, when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the corporation's records; or

                  (ii)     if electronically transmitted as provided in Section
8.1 of these bylaws.

         An affidavit of the secretary or an assistant secretary of the
corporation or of the transfer agent or any other agent of the corporation that
the notice has been given by mail or by a form of electronic transmission, as
applicable, shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

         2.6      QUORUM.

         The holders of a majority of the stock issued and outstanding and
entitled to vote, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of the stockholders. If,
however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting, or (ii) the
stockholders entitled to vote at the meeting, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

         2.7      ADJOURNED MEETING; NOTICE.

         When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time, place if any thereof, and the means of remote communications if any by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned

                                       -2-



meeting are announced at the meeting at which the adjournment is taken. At the
continuation of the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         2.8      CONDUCT OF BUSINESS.

         The chairperson of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of business.

         2.9      VOTING.

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to Section 217 (relating to voting rights of fiduciaries, pledgors and
joint owners of stock) and Section 218 (relating to voting trusts and other
voting agreements) of the DGCL.

         Except as may be otherwise provided in the certificate of incorporation
or these bylaws, each stockholder shall be entitled to one vote for each share
of capital stock held by such stockholder.

         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise provided in the certificate of incorporation, any
action required by the DGCL to be taken at any annual or special meeting of
stockholders of a corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the corporation as
provided in Section 228 of the DGCL. In the event that the action which is
consented to is such as would have required the filing of a certificate under
any provision of the DGCL, if such action had been voted on by stockholders at a
meeting thereof, the certificate filed under such provision shall state, in lieu
of any statement required by such provision concerning any vote of stockholders,
that written consent has been given in accordance with Section 228 of the DGCL.

         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

         In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which record date shall

                                       -3-




not precede the date on which the resolution fixing the record date is adopted
and which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other such action.

         If the Board does not so fix a record date:

                  (i)      The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

                  (ii)     The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board is necessary, shall be the day on which the first
written consent is expressed.

                  (iii)    The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

         2.12     PROXIES.

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of Section
212 of the DGCL.

         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE.

         The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. The corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least 10
days prior to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
corporation's principal executive office. In the event that the corporation
determines to make the list available on an electronic network, the corporation
may take reasonable steps to ensure that such information is available only to
stockholders of the corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting. Such list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

                                      -4-



                             ARTICLE III -- DIRECTORS

         3.1      POWERS.

         Subject to the provisions of the DGCL and any limitations in the
certificate of incorporation or these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board.

         3.2      NUMBER OF DIRECTORS.

         The authorized number of Directors shall initially be se at two (2).
Thereafter the authorized number of directors shall be determined from time to
time by resolution of the Board, provided the Board shall consist of at least
one member. No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

         Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws. The certificate of incorporation
or these bylaws may prescribe other qualifications for directors. Each director,
including a director elected to fill a vacancy, shall hold office until such
director's successor is elected and qualified or until such director's earlier
death, resignation or removal.

         All elections of directors shall be by written ballot, unless otherwise
provided in the certificate of incorporation; if authorized by the Board, such
requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission, provided that any such electronic transmission must be
either set forth or be submitted with information from which it can be
determined that the electronic transmission authorized by the stockholder or
proxy holder.

         3.4      RESIGNATION AND VACANCIES.

         Any director may resign at any time upon notice given in writing or by
electronic transmission to the corporation. When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.

         Unless otherwise provided in the certificate of incorporation or these
bylaws:

         (i)      Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

         (ii)     Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions of
the certificate of incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

                                      -5-



         If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the DGCL.

         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole Board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least 10% of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the DGCL as far
as applicable.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

         The Board may hold meetings, both regular and special, either within or
outside the State of Delaware.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the Board, or any committee designated by the Board,
may participate in a meeting of the Board, or any committee, by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

         3.6      REGULAR MEETINGS.

         Regular meetings of the Board may be held without notice at such time
and at such place as shall from time to time be determined by the Board.

         3.7      SPECIAL MEETINGS; NOTICE.

         Special meetings of the Board for any purpose or purposes may be called
at any time by the chairperson of the Board, the chief executive officer, the
president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be:

                  (i)      delivered personally by hand, by courier or by
telephone;

                  (ii)     sent by United States first-class mail, postage
prepaid;

                  (iii)    sent by facsimile; or

                  (iv)     sent by electronic mail,

directed to each director at that director's address, telephone number,
facsimile number or electronic mail address, as the case may be, as shown on the
corporation's records.

                                      -6-



         If the notice is (i) delivered personally by hand, by courier or by
telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be
delivered or sent at least 24 hours before the time of the holding of the
meeting. If the notice is sent by United States mail, it shall be deposited in
the United States mail at least four days before the time of the holding of the
meeting. Any oral notice may be communicated to the director. The notice need
not specify the place of the meeting (if the meeting is to be held at the
corporation's principal executive office) nor the purpose of the meeting.

         3.8      QUORUM.

         At all meetings of the Board, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business. The vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the certificate of incorporation or these bylaws. If a quorum is not
present at any meeting of the Board, then the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
Board, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

         3.10     FEES AND COMPENSATION OF DIRECTORS.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, the Board shall have the authority to fix the compensation of
directors.

         3.11     APPROVAL OF LOANS TO OFFICERS.

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the Board, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board shall
approve, including, without limitation, a pledge of shares of stock of the
corporation.

         3.12     REMOVAL OF DIRECTORS.

         Unless otherwise restricted by statute, the certificate of
incorporation or these bylaws, any director or the entire Board may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

                                      -7-



         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

                            ARTICLE IV -- COMMITTEES

         4.1      COMMITTEES OF DIRECTORS.

         The Board may designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board or in these bylaws, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers that may require it; but no such committee shall have the power or
authority to (i) approve or adopt, or recommend to the stockholders, any action
or matter expressly required by the DGCL to be submitted to stockholders for
approval, or (ii) adopt, amend or repeal any bylaw of the corporation,

         4.2      COMMITTEE MINUTES.

         Each committee shall keep regular minutes of its meetings and report
the same to the Board when required.

         4.3      MEETINGS AND ACTION OF COMMITTEES.

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of:

                  (i)      Section 3.5 (place of meetings and meetings by
telephone);

                  (ii)     Section 3.6 (regular meetings);

                  (iii)    Section 3.7 (special meetings and notice);

                  (iv)     Section 3.8 (quorum);

                  (v)      Section 7.13 (waiver of notice); and

                  (vi)     Section 3.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board and its members. However:

                  (i)      the time of regular meetings of committees may be
determined either by resolution of the Board or by resolution of the committee;

                                      -8-



                  (ii)     special meetings of committees may also be called by
resolution of the Board; and

                  (iii)    notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.

                              ARTICLE V -- OFFICERS

         5.1      OFFICERS.

         The officers of the corporation shall be a president and a secretary.
The corporation may also have, at the discretion of the Board, a chairperson of
the Board, a vice chairperson of the Board, a chief executive officer, a chief
financial officer or treasurer, one or more vice presidents, one or more
assistant vice presidents, one or more assistant treasurers, one or more
assistant secretaries, and any such other officers as may be appointed in
accordance with the provisions of these bylaws. Any number of offices may be
held by the same person.

         5.2      APPOINTMENT OF OFFICERS.

         The Board shall appoint the officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Sections 5.3
and 5.5 of these bylaws, subject to the rights, if any, of an officer under any
contract of employment.

         5.3      SUBORDINATE OFFICERS.

         The Board may appoint, or empower the chief executive officer or, in
the absence of a chief executive officer, the president, to appoint, such other
officers and agents as the business of the corporation may require. Each of such
officers and agents shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the Board may from
time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS.

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board at any regular or special meeting
of the Board or, except in the case of an officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by the Board.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice. Unless otherwise
specified in the notice of resignation, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.

         5.5      VACANCIES IN OFFICES.

         Any vacancy occurring in any office of the corporation shall be filled
by the Board or as provided in Section 5.2.

                                      -9-



         5.6      CHAIRPERSON OF THE BOARD.

         The chairperson of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board and exercise and perform such other
powers and duties as may from time to time be assigned to him by the Board or as
may be prescribed by these bylaws. If there is no chief executive officer or
president, then the chairperson of the Board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

         5.7      CHIEF EXECUTIVE OFFICER.

         Subject to such supervisory powers, if any, as the Board may give to
the chairperson of the Board, the chief executive officer, if any, shall,
subject to the control of the Board, have general supervision, direction, and
control of the business and affairs of the corporation and shall report directly
to the Board. All other officers, officials, employees and agents shall report
directly or indirectly to the chief executive officer. The chief executive
officer shall see that all orders and resolutions of the Board are carried into
effect. The chief executive officer shall serve as chairperson of and preside at
all meetings of the stockholders. In the absence of a chairperson of the Board,
the chief executive officer shall preside at all meetings of the Board.

         5.8      PRESIDENT.

         In the absence or disability of the chief executive officer, the
president shall perform all the duties of the chief executive officer. When
acting as the chief executive officer, the president shall have all the powers
of, and be subject to all the restrictions upon, the chief executive officer.
The president shall have such other powers and perform such other duties as from
time to time may be prescribed for him by the Board, these bylaws, the chief
executive officer or the chairperson of the Board.

         5.9      VICE PRESIDENTS.

         In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the Board or, if not ranked, a vice
president designated by the Board, shall perform all the duties of the
president. When acting as the president, the appropriate vice president shall
have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board, these bylaws, the chairperson of the Board, the chief executive officer
or, in the absence of a chief executive officer, the president.

         5.10     SECRETARY.

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the Board may direct,
a book of minutes of all meetings and actions of directors, committees of
directors, and stockholders. The minutes shall show

                  (i)      the time and place of each meeting;

                  (ii)     whether regular or special (and, if special, how
                           authorized and the notice given);

                  (iii)    the names of those present at directors' meetings or
                           committee meetings;

                  (iv)     the number of shares present or represented at
                           stockholders' meetings;

                                      -10-



                  (v)      and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board, a share
register, or a duplicate share register showing;

                  (i)      the names of all stockholders and their addresses;

                  (ii)     the number and classes of shares held by each;

                  (iii)    the number and date of certificates evidencing such
shares; and

                  (iv)     the number and date of cancellation of every
certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board required to be given by law or by these
bylaws. The secretary shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board or by these bylaws.

         5.11     CHIEF FINANCIAL OFFICER.

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as the Board may designate. The chief financial officer shall
disburse the funds of the corporation as may be ordered by the Board, shall
render to the chief executive officer or, in the absence of a chief executive
officer, the president and directors, whenever they request it, an account of
all his or her transactions as chief financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the Board or these bylaws.

         The chief financial officer shall be the treasurer of the corporation.

         5.12     ASSISTANT SECRETARY.

         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or Board (or if there be
no such determination, then in the order of their election) shall, in the
absence of the secretary or in the event of the secretary's inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as may be prescribed by the
Board or these bylaws.

         5.13     ASSISTANT TREASURER.

         The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or Board (or if there be
no such determination, then in the order of their election), shall, in the
absence of the chief financial officer or in the event of the chief financial
officer's inability or refusal to act,

                                      -11-



perform the duties and exercise the powers of the chief financial officer and
shall perform such other duties and have such other powers as may be prescribed
by the Board or these bylaws.

         5.14     REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

         The chairperson of the Board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the Board or the president or a vice president, is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

         5.15     AUTHORITY AND DUTIES OF OFFICERS.

         In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the Board or the stockholders.

                        ARTICLE VI -- RECORDS AND REPORTS

         6.1      MAINTENANCE AND INSPECTION OF RECORDS.

         The corporation shall, either at its principal executive office or at
such place or places as designated by the Board, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal executive
office.

         6.2      INSPECTION BY DIRECTORS.

         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his or her position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

                                      -12-



                         ARTICLE VII -- GENERAL MATTERS

         7.1      CHECKS.

         From time to time, the Board shall determine by resolution which person
or persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the corporation, and only the persons so authorized shall sign or
endorse those instruments.

         7.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

         The Board, except as otherwise provided in these bylaws, may authorize
any officer or officers, or agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the corporation; such
authority may be general or confined to specific instances. Unless so authorized
or ratified by the Board or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

         7.3      STOCK CERTIFICATES; PARTLY PAID SHARES.

         The shares of the corporation shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the chairperson or vice-chairperson of the Board, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

         The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

         7.4      SPECIAL DESIGNATION ON CERTIFICATES.

         If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue

                                      -13-



to represent such class or series of stock; provided, however, that, except as
otherwise provided in Section 202 of the DGCL, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
the corporation shall issue to represent such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         7.5      LOST CERTIFICATES.

         Except as provided in this Section 7.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

         7.6      CONSTRUCTION; DEFINITIONS.

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the DGCL shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

         7.7      DIVIDENDS.

         The Board, subject to any restrictions contained in either (i) the
DGCL, or (ii) the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock. Dividends may be paid in cash, in
property, or in shares of the corporation's capital stock.

         The Board may set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and may
abolish any such reserve. Such purposes shall include but not be limited to
equalizing dividends, repairing or maintaining any property of the corporation,
and meeting contingencies.

         7.8      FISCAL YEAR.

         The fiscal year of the corporation shall be fixed by resolution of the
Board and may be changed by the Board.

         7.9      SEAL.

         The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the Board. The corporation may use the corporate seal by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

                                      -14-



         7.10     TRANSFER OF STOCK.

         Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

         7.11     STOCK TRANSFER AGREEMENTS.

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the DGCL.

         7.12     REGISTERED STOCKHOLDERS.

         The corporation:

                  (i)      shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends and
to vote as such owner;

                  (ii)     shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares; and

                  (iii)    shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of another
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

         7.13     WAIVER OF NOTICE.

         Whenever notice is required to be given under any provision of the
DGCL, the certificate of incorporation or these bylaws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the certificate of incorporation
or these bylaws.

                ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION

         8.1      NOTICE BY ELECTRONIC TRANSMISSION.

         Without limiting the manner by which notice otherwise may be given
effectively to stockholders pursuant to the DGCL, the certificate of
incorporation or these bylaws, any notice to stockholders given by the
corporation under any provision of the DGCL, the certificate of incorporation or
these bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent

                                      -15-



shall be revocable by the stockholder by written notice to the corporation. Any
such consent shall be deemed revoked if:

                  (i)      the corporation is unable to deliver by electronic
transmission two consecutive notices given by the corporation in accordance with
such consent; and

                  (ii)     such inability becomes known to the secretary or an
assistant secretary of the corporation or to the transfer agent, or other person
responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.

         Any notice given pursuant to the preceding paragraph shall be deemed
given:

                  (i)      if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice;

                  (ii)     if by electronic mail, when directed to an electronic
mail address at which the stockholder has consented to receive notice;

                  (iii)    if by a posting on an electronic network together
with separate notice to the stockholder of such specific posting, upon the later
of (A) such posting and (B) the giving of such separate notice; and

                  (iv)     if by any other form of electronic transmission, when
directed to the stockholder.

         An affidavit of the secretary or an assistant secretary or of the
transfer agent or other agent of the corporation that the notice has been given
by a form of electronic transmission shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

         8.2      DEFINITION OF ELECTRONIC TRANSMISSION.

         An "electronic transmission" means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.

         8.3      INAPPLICABILITY.

         Notice by a form of electronic transmission shall not apply to Sections
164, 296, 311, 312 or 324 of the DGCL.

                            ARTICLE IX -- AMENDMENTS

         These bylaws may be adopted, amended or repealed by the stockholders
entitled to vote. However, the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors. The fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.

                                      -16-



                          ARTICLE X -- INDEMNIFICATION

         10.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall indemnify and hold harmless, to the fullest
extent permitted by General Corporation Law of Delaware as it presently exists
or may hereafter be amended, any director or officer of the corporation who was
or is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding") by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or non-profit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses reasonably incurred by such person in connection
with any such action, suit, or proceeding. The corporation shall be required to
indemnify a person in connection with a proceeding initiated by such person only
if the proceeding was authorized by the Board of Directors of the corporation.

         10.2     INDEMNIFICATION OF OTHERS

         The corporation shall have the power to indemnify and hold harmless, to
the extent permitted by applicable law as it presently exists or may hereafter
be amended, any employee or agent of the corporation who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding by reason of the fact that he or she, or a person for whom he or she
is the legal representative, is or was an employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or non-profit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person in connection with any such action, suit, or
proceeding.

         10.3     PREPAYMENT OF EXPENSES

         The corporation shall pay the expenses incurred by any officer or
director of the corporation, and may pay the expenses incurred by any employee
or agent of the corporation, in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
person in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the person to repay all amounts advanced if it
should be ultimately determined that the person is not entitled to be
indemnified under this Article 9 or otherwise.

         10.4     DETERMINATION; CLAIM

         If a claim for indemnification or payment of expenses under this
Article 9 is not paid in full within sixty days after a written claim therefor
has been received by the corporation the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

                                      -17-



         10.5     NON-EXCLUSIVITY OF RIGHTS

         The rights conferred on any person by this Article 9 shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, these bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.

         10.6     INSURANCE

         The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of the General Corporation Law of
Delaware.

         10.7     OTHER INDEMNIFICATION

         The corporation's obligation, if any, to indemnify any person who was
or is serving at its request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or non-profit
entity shall be reduced by any amount such person may collect as indemnification
from such other corporation, partnership, joint venture, trust, enterprise or
non-profit enterprise.

         10.8     AMENDMENT OR REPEAL

         Any repeal or modification of the foregoing provisions of this Article
9 shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification."

                                      -18-



                        MOOSE ACQUISITON SUBSIDIARY, INC.

             CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

         The undersigned hereby certifies that he or she is the duly elected,
qualified, and acting Secretary of Moose Acquisition Subsidiary, Inc., a
Delaware corporation and that the foregoing amended and restated bylaws,
comprising 18 pages, were adopted as the corporation's bylaws on November 25,
2002 by the corporation's Sole Shareholder.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 25th day of November, 2002.

                                    /s/  Michael M. Sullivan
                                    --------------------------------------------
                                    Michael Sullivan, Secretary

EX-3.2.2

                                                                   EXHIBIT 3.2.2

                              AMENDED AND RESTATED

                                    BYLAWS OF

                        ESSEX ACQUISITON SUBSIDIARY, INC.

                    (initially adopted on November 25, 2002)



                                TABLE OF CONTENTS



                                                                                                                     PAGE
                                                                                                                     ----
                                                                                                                  
ARTICLE I - CORPORATE OFFICES......................................................................................    1

         1.1      REGISTERED OFFICE................................................................................    1
         1.2      OTHER OFFICES....................................................................................    1

ARTICLE II - MEETINGS OF STOCKHOLDERS..............................................................................    1

         2.1      PLACE OF MEETINGS................................................................................    1
         2.2      ANNUAL MEETING...................................................................................    1
         2.3      SPECIAL MEETING..................................................................................    1
         2.4      NOTICE OF STOCKHOLDERS' MEETINGS..................................................................   2
         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE......................................................   2
         2.6      QUORUM............................................................................................   2
         2.7      ADJOURNED MEETING; NOTICE.........................................................................   2
         2.8      CONDUCT OF BUSINESS...............................................................................   3
         2.9      VOTING............................................................................................   3
         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........................................   3
         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.......................................   3
         2.12     PROXIES...........................................................................................   4
         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE.............................................................   4

ARTICLE III - DIRECTORS.............................................................................................   5

         3.1      POWERS............................................................................................   5
         3.2      NUMBER OF DIRECTORS...............................................................................   5
         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS...........................................   5
         3.4      RESIGNATION AND VACANCIES.........................................................................   5
         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE..........................................................   6
         3.6      REGULAR MEETINGS..................................................................................   6
         3.7      SPECIAL MEETINGS; NOTICE..........................................................................   6
         3.8      QUORUM............................................................................................   7
         3.9      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.................................................   7
         3.10     FEES AND COMPENSATION OF DIRECTORS................................................................   7
         3.11     APPROVAL OF LOANS TO OFFICERS.....................................................................   7
         3.12     REMOVAL OF DIRECTORS..............................................................................   7

ARTICLE IV - COMMITTEES.............................................................................................   8

         4.1      COMMITTEES OF DIRECTORS...........................................................................   8
         4.2      COMMITTEE MINUTES.................................................................................   8
         4.3      MEETINGS AND ACTION OF COMMITTEES.................................................................   8

ARTICLE V - OFFICERS................................................................................................   9

         5.1      OFFICERS..........................................................................................   9
         5.2      APPOINTMENT OF OFFICERS...........................................................................   9
         5.3      SUBORDINATE OFFICERS..............................................................................   9
         5.4      REMOVAL AND RESIGNATION OF OFFICERS...............................................................   9



                                       -i-



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                                     PAGE
                                                                                                                     ----
                                                                                                                  
         5.5      VACANCIES IN OFFICES.............................................................................    9
         5.6      CHAIRPERSON OF THE BOARD.........................................................................   10
         5.7      CHIEF EXECUTIVE OFFICER..........................................................................   10
         5.8      PRESIDENT........................................................................................   10
         5.9      VICE PRESIDENTS..................................................................................   10
         5.10     SECRETARY........................................................................................   10
         5.11     CHIEF FINANCIAL OFFICER..........................................................................   11
         5.12     ASSISTANT SECRETARY..............................................................................   11
         5.13     ASSISTANT TREASURER..............................................................................   11
         5.14     REPRESENTATION OF SHARES OF OTHER CORPORATIONS...................................................   12
         5.15     AUTHORITY AND DUTIES OF OFFICERS.................................................................   12

ARTICLE VI - RECORDS AND REPORTS...................................................................................   12

         6.1      MAINTENANCE AND INSPECTION OF RECORDS............................................................   12
         6.2      INSPECTION BY DIRECTORS..........................................................................   12

ARTICLE VII - GENERAL MATTERS......................................................................................   13

         7.1      CHECKS...........................................................................................   13
         7.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.................................................   13
         7.3      STOCK CERTIFICATES; PARTLY PAID SHARES...........................................................   13
         7.4      SPECIAL DESIGNATION ON CERTIFICATES..............................................................   13
         7.5      LOST CERTIFICATES................................................................................   14
         7.6      CONSTRUCTION; DEFINITIONS........................................................................   14
         7.7      DIVIDENDS........................................................................................   14
         7.8      FISCAL YEAR......................................................................................   14
         7.9      SEAL.............................................................................................   14
         7.10     TRANSFER OF STOCK................................................................................   15
         7.11     STOCK TRANSFER AGREEMENTS........................................................................   15
         7.12     REGISTERED STOCKHOLDERS..........................................................................   15
         7.13     WAIVER OF NOTICE.................................................................................   15

ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION...................................................................   15

         8.1      NOTICE BY ELECTRONIC TRANSMISSION................................................................   15
         8.2      DEFINITION OF ELECTRONIC TRANSMISSION............................................................   16
         8.3      INAPPLICABILITY..................................................................................   16

ARTICLE IX - AMENDMENTS............................................................................................   16

ARTICLE X - INDMENNIFICATION OF DIRECTORS AND OFFICERS.............................................................   17


                                      -ii-



        AMENDED AND RESTATED BYLAWS OF ESSEX ACQUISITION SUBSIDIARY, INC.

                          ARTICLE I -- CORPORATE OFFICES

         1.1      REGISTERED OFFICE.

         The registered office of Essex Acquisition Subsidiary, Inc. shall be
fixed in the corporation's certificate of incorporation, as the same may be
amended from time to time.

         1.2      OTHER OFFICES.

         The corporation's Board of Directors (the "Board") may at any time
establish other offices at any place or places where the corporation is
qualified to do business.

                     ARTICLE II -- MEETINGS OF STOCKHOLDERS

         2.1      PLACE OF MEETINGS.

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the Board. The Board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law (the
"DGCL"). In the absence of any such designation or determination, stockholders'
meetings shall be held at the corporation's principal executive office.

         2.2      ANNUAL MEETING.

         The annual meeting of stockholders shall be held each year. The Board
shall designate the date and time of the annual meeting. In the absence of such
designation the annual meeting of stockholders shall be held on the second
Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding business day. At the annual meeting, directors shall be elected and
any other proper business may be transacted.

         2.3      SPECIAL MEETING.

         A special meeting of the stockholders may be called at any time by the
Board, chairperson of the Board, chief executive officer or president (in the
absence of a chief executive officer) or by one or more stockholders holding
shares in the aggregate entitled to cast not less than 10% of the votes at that
meeting.

         If any person(s) other than the Board calls a special meeting, the
request shall:

                  (i)      be in writing;

                  (ii)     specify the time of such meeting and the general
nature of the business proposed to be transacted; and



                  (iii)    be delivered personally or sent by registered mail or
by facsimile transmission to the chairperson of the Board, the chief executive
officer, the president (in the absence of a chief executive officer) or the
secretary of the corporation.

         The officer(s) receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote at such meeting, in accordance with
the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be
held at the time requested by the person or persons calling the meeting. No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders. Nothing contained in this paragraph of
this Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board may be held.

         2.4      NOTICE OF STOCKHOLDERS' MEETINGS.

         All notices of meetings of stockholders shall be sent or otherwise
given in accordance with either Section 2.5 or Section 8.1 of these bylaws not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notice shall specify the
place, if any, date and hour of the meeting, the means of remote communication,
if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

         Notice of any meeting of stockholders shall be given:

                  (i)      if mailed, when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the corporation's records; or

                  (ii)     if electronically transmitted as provided in Section
8.1 of these bylaws.

         An affidavit of the secretary or an assistant secretary of the
corporation or of the transfer agent or any other agent of the corporation that
the notice has been given by mail or by a form of electronic transmission, as
applicable, shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

         2.6      QUORUM.

         The holders of a majority of the stock issued and outstanding and
entitled to vote, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of the stockholders. If,
however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting, or (ii) the
stockholders entitled to vote at the meeting, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

         2.7      ADJOURNED MEETING; NOTICE.

         When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time, place if any thereof, and the means of remote communications if any by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned

                                      -2-



meeting are announced at the meeting at which the adjournment is taken. At the
continuation of the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         2.8      CONDUCT OF BUSINESS.

         The chairperson of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of business.

         2.9      VOTING.

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to Section 217 (relating to voting rights of fiduciaries, pledgors and
joint owners of stock) and Section 218 (relating to voting trusts and other
voting agreements) of the DGCL.

         Except as may be otherwise provided in the certificate of incorporation
or these bylaws, each stockholder shall be entitled to one vote for each share
of capital stock held by such stockholder.

         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise provided in the certificate of incorporation, any
action required by the DGCL to be taken at any annual or special meeting of
stockholders of a corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the corporation as
provided in Section 228 of the DGCL. In the event that the action which is
consented to is such as would have required the filing of a certificate under
any provision of the DGCL, if such action had been voted on by stockholders at a
meeting thereof, the certificate filed under such provision shall state, in lieu
of any statement required by such provision concerning any vote of stockholders,
that written consent has been given in accordance with Section 228 of the DGCL.

         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

         In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which record date shall

                                      -3-



not precede the date on which the resolution fixing the record date is adopted
and which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other such action.

         If the Board does not so fix a record date:

                  (i)      The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

                  (ii)     The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board is necessary, shall be the day on which the first
written consent is expressed.

                  (iii)    The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

         2.12     PROXIES.

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of Section
212 of the DGCL.

         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE.

         The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. The corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least 10
days prior to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
corporation's principal executive office. In the event that the corporation
determines to make the list available on an electronic network, the corporation
may take reasonable steps to ensure that such information is available only to
stockholders of the corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting. Such list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

                                      -4-



                            ARTICLE III -- DIRECTORS

         3.1      POWERS.

         Subject to the provisions of the DGCL and any limitations in the
certificate of incorporation or these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board.

         3.2      NUMBER OF DIRECTORS.

         The authorized number of Directors shall initially be se at two (2).
Thereafter the authorized number of directors shall be determined from time to
time by resolution of the Board, provided the Board shall consist of at least
one member. No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

         Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws. The certificate of incorporation
or these bylaws may prescribe other qualifications for directors. Each director,
including a director elected to fill a vacancy, shall hold office until such
director's successor is elected and qualified or until such director's earlier
death, resignation or removal.

         All elections of directors shall be by written ballot, unless otherwise
provided in the certificate of incorporation; if authorized by the Board, such
requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission, provided that any such electronic transmission must be
either set forth or be submitted with information from which it can be
determined that the electronic transmission authorized by the stockholder or
proxy holder.

         3.4      RESIGNATION AND VACANCIES.

         Any director may resign at any time upon notice given in writing or by
electronic transmission to the corporation. When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.

         Unless otherwise provided in the certificate of incorporation or these
bylaws:

                  (i)      Vacancies and newly created directorships resulting
from any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

                  (ii)     Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

                                      -5-



         If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the DGCL.

         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole Board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least 10% of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the DGCL as far
as applicable.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

         The Board may hold meetings, both regular and special, either within or
outside the State of Delaware.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the Board, or any committee designated by the Board,
may participate in a meeting of the Board, or any committee, by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

         3.6      REGULAR MEETINGS.

         Regular meetings of the Board may be held without notice at such time
and at such place as shall from time to time be determined by the Board.

         3.7      SPECIAL MEETINGS; NOTICE.

         Special meetings of the Board for any purpose or purposes may be called
at any time by the chairperson of the Board, the chief executive officer, the
president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be:

                  (i)      delivered personally by hand, by courier or by
telephone;

                  (ii)     sent by United States first-class mail, postage
prepaid;

                  (iii)    sent by facsimile; or

                  (iv)     sent by electronic mail,

directed to each director at that director's address, telephone number,
facsimile number or electronic mail address, as the case may be, as shown on the
corporation's records.

                                      -6-



         If the notice is (i) delivered personally by hand, by courier or by
telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be
delivered or sent at least 24 hours before the time of the holding of the
meeting. If the notice is sent by United States mail, it shall be deposited in
the United States mail at least four days before the time of the holding of the
meeting. Any oral notice may be communicated to the director. The notice need
not specify the place of the meeting (if the meeting is to be held at the
corporation's principal executive office) nor the purpose of the meeting.

         3.8      QUORUM.

         At all meetings of the Board, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business. The vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the certificate of incorporation or these bylaws. If a quorum is not
present at any meeting of the Board, then the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
Board, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

         3.10     FEES AND COMPENSATION OF DIRECTORS.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, the Board shall have the authority to fix the compensation of
directors.

         3.11     APPROVAL OF LOANS TO OFFICERS.

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the Board, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board shall
approve, including, without limitation, a pledge of shares of stock of the
corporation.

3.12     REMOVAL OF DIRECTORS.

         Unless otherwise restricted by statute, the certificate of
incorporation or these bylaws, any director or the entire Board may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

                                      -7-



         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

                            ARTICLE IV -- COMMITTEES

         4.1      COMMITTEES OF DIRECTORS.

         The Board may designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board or in these bylaws, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers that may require it; but no such committee shall have the power or
authority to (i) approve or adopt, or recommend to the stockholders, any action
or matter expressly required by the DGCL to be submitted to stockholders for
approval, or (ii) adopt, amend or repeal any bylaw of the corporation,

         4.2      COMMITTEE MINUTES.

         Each committee shall keep regular minutes of its meetings and report
the same to the Board when required.

         4.3      MEETINGS AND ACTION OF COMMITTEES.

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of:

                  (i)      Section 3.5 (place of meetings and meetings by
telephone);

                  (ii)     Section 3.6 (regular meetings);

                  (iii)    Section 3.7 (special meetings and notice);

                  (iv)     Section 3.8 (quorum);

                  (v)      Section 7.13 (waiver of notice); and

                  (vi)     Section 3.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board and its members. However:

                  (i)      the time of regular meetings of committees may be
determined either by resolution of the Board or by resolution of the committee;

                                      -8-



                  (ii)     special meetings of committees may also be called by
resolution of the Board; and

                  (iii)    notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.

                              ARTICLE V -- OFFICERS

         5.1      OFFICERS.

         The officers of the corporation shall be a president and a secretary.
The corporation may also have, at the discretion of the Board, a chairperson of
the Board, a vice chairperson of the Board, a chief executive officer, a chief
financial officer or treasurer, one or more vice presidents, one or more
assistant vice presidents, one or more assistant treasurers, one or more
assistant secretaries, and any such other officers as may be appointed in
accordance with the provisions of these bylaws. Any number of offices may be
held by the same person.

         5.2      APPOINTMENT OF OFFICERS.

         The Board shall appoint the officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Sections 5.3
and 5.5 of these bylaws, subject to the rights, if any, of an officer under any
contract of employment.

         5.3      SUBORDINATE OFFICERS.

         The Board may appoint, or empower the chief executive officer or, in
the absence of a chief executive officer, the president, to appoint, such other
officers and agents as the business of the corporation may require. Each of such
officers and agents shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the Board may from
time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS.

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board at any regular or special meeting
of the Board or, except in the case of an officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by the Board.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice. Unless otherwise
specified in the notice of resignation, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.

         5.5      VACANCIES IN OFFICES.

         Any vacancy occurring in any office of the corporation shall be filled
by the Board or as provided in Section 5.2.

                                      -9-



         5.6      CHAIRPERSON OF THE BOARD.

         The chairperson of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board and exercise and perform such other
powers and duties as may from time to time be assigned to him by the Board or as
may be prescribed by these bylaws. If there is no chief executive officer or
president, then the chairperson of the Board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

         5.7      CHIEF EXECUTIVE OFFICER.

         Subject to such supervisory powers, if any, as the Board may give to
the chairperson of the Board, the chief executive officer, if any, shall,
subject to the control of the Board, have general supervision, direction, and
control of the business and affairs of the corporation and shall report directly
to the Board. All other officers, officials, employees and agents shall report
directly or indirectly to the chief executive officer. The chief executive
officer shall see that all orders and resolutions of the Board are carried into
effect. The chief executive officer shall serve as chairperson of and preside at
all meetings of the stockholders. In the absence of a chairperson of the Board,
the chief executive officer shall preside at all meetings of the Board.

         5.8      PRESIDENT.

         In the absence or disability of the chief executive officer, the
president shall perform all the duties of the chief executive officer. When
acting as the chief executive officer, the president shall have all the powers
of, and be subject to all the restrictions upon, the chief executive officer.
The president shall have such other powers and perform such other duties as from
time to time may be prescribed for him by the Board, these bylaws, the chief
executive officer or the chairperson of the Board.

         5.9      VICE PRESIDENTS.

         In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the Board or, if not ranked, a vice
president designated by the Board, shall perform all the duties of the
president. When acting as the president, the appropriate vice president shall
have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board, these bylaws, the chairperson of the Board, the chief executive officer
or, in the absence of a chief executive officer, the president.

         5.10     SECRETARY.

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the Board may direct,
a book of minutes of all meetings and actions of directors, committees of
directors, and stockholders. The minutes shall show

                  (i)      the time and place of each meeting;

                  (ii)     whether regular or special (and, if special, how
authorized and the notice given);

                  (iii)    the names of those present at directors' meetings or
committee meetings;

                  (iv)     the number of shares present or represented at
stockholders' meetings;

                                      -10-



                  (v)      and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board, a share
register, or a duplicate share register showing;

                  (i)      the names of all stockholders and their addresses;

                  (ii)     the number and classes of shares held by each;

                  (iii)    the number and date of certificates evidencing such
shares; and

                  (iv)     the number and date of cancellation of every
certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board required to be given by law or by these
bylaws. The secretary shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board or by these bylaws.

         5.11     CHIEF FINANCIAL OFFICER.

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as the Board may designate. The chief financial officer shall
disburse the funds of the corporation as may be ordered by the Board, shall
render to the chief executive officer or, in the absence of a chief executive
officer, the president and directors, whenever they request it, an account of
all his or her transactions as chief financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the Board or these bylaws.

         The chief financial officer shall be the treasurer of the corporation.

         5.12     ASSISTANT SECRETARY.

         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or Board (or if there be
no such determination, then in the order of their election) shall, in the
absence of the secretary or in the event of the secretary's inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as may be prescribed by the
Board or these bylaws.

         5.13     ASSISTANT TREASURER.

         The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or Board (or if there be
no such determination, then in the order of their election), shall, in the
absence of the chief financial officer or in the event of the chief financial
officer's inability or refusal to act,

                                      -11-



perform the duties and exercise the powers of the chief financial officer and
shall perform such other duties and have such other powers as may be prescribed
by the Board or these bylaws.

         5.14     REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

         The chairperson of the Board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the Board or the president or a vice president, is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

         5.15     AUTHORITY AND DUTIES OF OFFICERS.

         In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the Board or the stockholders.

                        ARTICLE VI -- RECORDS AND REPORTS

         6.1      MAINTENANCE AND INSPECTION OF RECORDS.

         The corporation shall, either at its principal executive office or at
such place or places as designated by the Board, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal executive
office.

         6.2      INSPECTION BY DIRECTORS.

         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his or her position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

                                      -12-



                          ARTICLE VII -- GENERAL MATTERS

         7.1      CHECKS.

         From time to time, the Board shall determine by resolution which person
or persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the corporation, and only the persons so authorized shall sign or
endorse those instruments.

         7.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

         The Board, except as otherwise provided in these bylaws, may authorize
any officer or officers, or agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the corporation; such
authority may be general or confined to specific instances. Unless so authorized
or ratified by the Board or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

         7.3      STOCK CERTIFICATES; PARTLY PAID SHARES.

         The shares of the corporation shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the chairperson or vice-chairperson of the Board, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

         The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

         7.4      SPECIAL DESIGNATION ON CERTIFICATES.

         If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue

                                      -13-



to represent such class or series of stock; provided, however, that, except as
otherwise provided in Section 202 of the DGCL, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
the corporation shall issue to represent such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         7.5      LOST CERTIFICATES.

         Except as provided in this Section 7.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

         7.6      CONSTRUCTION; DEFINITIONS.

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the DGCL shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

         7.7      DIVIDENDS.

         The Board, subject to any restrictions contained in either (i) the
DGCL, or (ii) the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock. Dividends may be paid in cash, in
property, or in shares of the corporation's capital stock.

         The Board may set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and may
abolish any such reserve. Such purposes shall include but not be limited to
equalizing dividends, repairing or maintaining any property of the corporation,
and meeting contingencies.

         7.8      FISCAL YEAR.

         The fiscal year of the corporation shall be fixed by resolution of the
Board and may be changed by the Board.

         7.9      SEAL.

         The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the Board. The corporation may use the corporate seal by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

                                      -14-



         7.10     TRANSFER OF STOCK.

         Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

         7.11     STOCK TRANSFER AGREEMENTS.

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the DGCL.

         7.12     REGISTERED STOCKHOLDERS.

         The corporation:

                  (i)      shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends and
to vote as such owner;

                  (ii)     shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares; and

                  (iii)    shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of another
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

         7.13     WAIVER OF NOTICE.

         Whenever notice is required to be given under any provision of the
DGCL, the certificate of incorporation or these bylaws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the certificate of incorporation
or these bylaws.

                ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION

         8.1      NOTICE BY ELECTRONIC TRANSMISSION.

         Without limiting the manner by which notice otherwise may be given
effectively to stockholders pursuant to the DGCL, the certificate of
incorporation or these bylaws, any notice to stockholders given by the
corporation under any provision of the DGCL, the certificate of incorporation or
these bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent

                                      -15-



shall be revocable by the stockholder by written notice to the corporation. Any
such consent shall be deemed revoked if:

                  (i)      the corporation is unable to deliver by electronic
transmission two consecutive notices given by the corporation in accordance with
such consent; and

                  (ii)     such inability becomes known to the secretary or an
assistant secretary of the corporation or to the transfer agent, or other person
responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.

         Any notice given pursuant to the preceding paragraph shall be deemed
given:

                  (i)      if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice;

                  (ii)     if by electronic mail, when directed to an electronic
mail address at which the stockholder has consented to receive notice;

                  (iii)    if by a posting on an electronic network together
with separate notice to the stockholder of such specific posting, upon the later
of (A) such posting and (B) the giving of such separate notice; and

                  (iv)     if by any other form of electronic transmission, when
directed to the stockholder.

         An affidavit of the secretary or an assistant secretary or of the
transfer agent or other agent of the corporation that the notice has been given
by a form of electronic transmission shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

         8.2      DEFINITION OF ELECTRONIC TRANSMISSION.

         An "electronic transmission" means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.

         8.3      INAPPLICABILITY.

         Notice by a form of electronic transmission shall not apply to Sections
164, 296, 311, 312 or 324 of the DGCL.

                            ARTICLE IX -- AMENDMENTS

         These bylaws may be adopted, amended or repealed by the stockholders
entitled to vote. However, the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors. The fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.

                                      -16-



                          ARTICLE X -- INDEMNIFICATION

         10.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall indemnify and hold harmless, to the fullest
extent permitted by General Corporation Law of Delaware as it presently exists
or may hereafter be amended, any director or officer of the corporation who was
or is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding") by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or non-profit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses reasonably incurred by such person in connection
with any such action, suit, or proceeding. The corporation shall be required to
indemnify a person in connection with a proceeding initiated by such person only
if the proceeding was authorized by the Board of Directors of the corporation.

         10.2     INDEMNIFICATION OF OTHERS

         The corporation shall have the power to indemnify and hold harmless, to
the extent permitted by applicable law as it presently exists or may hereafter
be amended, any employee or agent of the corporation who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding by reason of the fact that he or she, or a person for whom he or she
is the legal representative, is or was an employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or non-profit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person in connection with any such action, suit, or
proceeding.

         10.3     PREPAYMENT OF EXPENSES

         The corporation shall pay the expenses incurred by any officer or
director of the corporation, and may pay the expenses incurred by any employee
or agent of the corporation, in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
person in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the person to repay all amounts advanced if it
should be ultimately determined that the person is not entitled to be
indemnified under this Article 9 or otherwise.

         10.4     DETERMINATION; CLAIM

         If a claim for indemnification or payment of expenses under this
Article 9 is not paid in full within sixty days after a written claim therefor
has been received by the corporation the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

                                      -17-



         10.5     NON-EXCLUSIVITY OF RIGHTS

         The rights conferred on any person by this Article 9 shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, these bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.

         10.6     INSURANCE

         The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of the General Corporation Law of
Delaware.

         10.7     OTHER INDEMNIFICATION

         The corporation's obligation, if any, to indemnify any person who was
or is serving at its request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or non-profit
entity shall be reduced by any amount such person may collect as indemnification
from such other corporation, partnership, joint venture, trust, enterprise or
non-profit enterprise.

         10.8     AMENDMENT OR REPEAL

         Any repeal or modification of the foregoing provisions of this Article
9 shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification."

                                      -18-



                       ESSEX ACQUISITION SUBSIDIARY, INC.

             CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

         The undersigned hereby certifies that he or she is the duly elected,
qualified, and acting Secretary of Essex Acquisition Subsidiary, Inc., a
Delaware corporation and that the foregoing amended and restated bylaws,
comprising 18 pages, were adopted as the corporation's bylaws on November 25,
2002 by the corporation's stockholders.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 25th day of November, 2002.

                                    /s/  Michael M. Sullivan
                                    -----------------------------------------
                                    Michael Sullivan, Secretary

EX-3.2.3

                                                                   EXHIBIT 3.2.3

                                   BY-LAWS OF

                          SANMINA CANADA HOLDINGS, INC.

                        (effective as of August 23, 2002)



                                TABLE OF CONTENTS


                                                                                                                     PAGE
                                                                                                                     ----
                                                                                                                  
ARTICLE I - CORPORATE OFFICES.................................................................................         1

       1.1     REGISTERED OFFICE..............................................................................         1
       1.2     OTHER OFFICES..................................................................................         1

ARTICLE II - MEETINGS OF STOCKHOLDERS.........................................................................         1

       2.1     PLACE OF MEETINGS..............................................................................         1
       2.2     ANNUAL MEETING.................................................................................         1
       2.3     SPECIAL MEETING................................................................................         1
       2.4     NOTICE OF STOCKHOLDERS' MEETINGS...............................................................         2
       2.5     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE...................................................         2
       2.6     QUORUM.........................................................................................         2
       2.7     ADJOURNED MEETING; NOTICE......................................................................         2
       2.8     CONDUCT OF BUSINESS............................................................................         3
       2.9     VOTING.........................................................................................         3
       2.10    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING........................................         3
       2.11    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS....................................         3
       2.12    PROXIES........................................................................................         4
       2.13    LIST OF STOCKHOLDERS ENTITLED TO VOTE..........................................................         4

ARTICLE III - DIRECTORS.......................................................................................         5

       3.1     POWERS.........................................................................................         5
       3.2     NUMBER OF DIRECTORS............................................................................         5
       3.3     ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS........................................         5
       3.4     RESIGNATION AND VACANCIES......................................................................         5
       3.5     PLACE OF MEETINGS; MEETINGS BY TELEPHONE.......................................................         6
       3.6     REGULAR MEETINGS...............................................................................         6
       3.7     SPECIAL MEETINGS; NOTICE.......................................................................         6
       3.8     QUORUM.........................................................................................         7
       3.9     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING..............................................         7
       3.10    FEES AND COMPENSATION OF DIRECTORS.............................................................         7
       3.11    APPROVAL OF LOANS TO OFFICERS..................................................................         7
       3.12    REMOVAL OF DIRECTORS...........................................................................         7

ARTICLE IV - COMMITTEES.......................................................................................         8

       4.1     COMMITTEES OF DIRECTORS........................................................................         8
       4.2     COMMITTEE MINUTES..............................................................................         8
       4.3     MEETINGS AND ACTION OF COMMITTEES..............................................................         8

ARTICLE V - OFFICERS..........................................................................................         9

       5.1     OFFICERS.......................................................................................         9
       5.2     APPOINTMENT OF OFFICERS........................................................................         9
       5.3     SUBORDINATE OFFICERS...........................................................................         9
       5.4     REMOVAL AND RESIGNATION OF OFFICERS............................................................         9


                                       -i-



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                                     PAGE
                                                                                                                     ----
                                                                                                                  
       5.5     VACANCIES IN OFFICES...........................................................................         9
       5.6     CHAIRPERSON OF THE BOARD.......................................................................        10
       5.7     CHIEF EXECUTIVE OFFICER........................................................................        10
       5.8     PRESIDENT......................................................................................        10
       5.9     VICE PRESIDENTS................................................................................        10
       5.10    SECRETARY......................................................................................        10
       5.11    CHIEF FINANCIAL OFFICER........................................................................        11
       5.12    ASSISTANT SECRETARY............................................................................        11
       5.13    TREASURER; ASSISTANT TREASURER.................................................................        11
       5.14    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.................................................        12
       5.15    AUTHORITY AND DUTIES OF OFFICERS...............................................................        12

ARTICLE VI - RECORDS AND REPORTS..............................................................................        12

       6.1     MAINTENANCE AND INSPECTION OF RECORDS..........................................................        12
       6.2     INSPECTION BY DIRECTORS........................................................................        12

ARTICLE VII - GENERAL MATTERS.................................................................................        13

       7.1     CHECKS.........................................................................................        13
       7.2     EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS...............................................        13
       7.3     STOCK CERTIFICATES; PARTLY PAID SHARES.........................................................        13
       7.4     SPECIAL DESIGNATION ON CERTIFICATES............................................................        13
       7.5     LOST CERTIFICATES..............................................................................        14
       7.6     CONSTRUCTION; DEFINITIONS......................................................................        14
       7.7     DIVIDENDS......................................................................................        14
       7.8     FISCAL YEAR....................................................................................        14
       7.9     SEAL...........................................................................................        14
       7.10    TRANSFER OF STOCK..............................................................................        15
       7.11    STOCK TRANSFER AGREEMENTS......................................................................        15
       7.12    REGISTERED STOCKHOLDERS........................................................................        15
       7.13    WAIVER OF NOTICE...............................................................................        15

ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION..............................................................        15

       8.1     NOTICE BY ELECTRONIC TRANSMISSION..............................................................        15
       8.2     DEFINITION OF ELECTRONIC TRANSMISSION..........................................................        16
       8.3     INAPPLICABILITY................................................................................        16

ARTICLE IX - AMENDMENTS.......................................................................................        16


                                      -ii-



                    BY-LAWS OF SANMINA CANADA HOLDINGS, INC.

                         ARTICLE I -- CORPORATE OFFICES

         1.1      REGISTERED OFFICE.

         The registered office of Sanmina Canada Holdings, Inc. shall be fixed
in the corporation's certificate of incorporation, as the same may be amended
from time to time.

         1.2      OTHER OFFICES.

         The corporation's Board of Directors (the "Board") may at any time
establish other offices at any place or places where the corporation is
qualified to do business.

                      ARTICLE II -- MEETINGS OF STOCKHOLDERS

         2.1      PLACE OF MEETINGS.

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the Board. The Board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law (the
"DGCL"). In the absence of any such designation or determination, stockholders'
meetings shall be held at the corporation's principal executive office.

         2.2      ANNUAL MEETING.

         The annual meeting of stockholders shall be held each year. The Board
shall designate the date and time of the annual meeting. In the absence of such
designation the annual meeting of stockholders shall be held on the second
Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding business day. At the annual meeting, directors shall be elected and
any other proper business may be transacted.

         2.3      SPECIAL MEETING.

         A special meeting of the stockholders may be called at any time by the
Board, chairperson of the Board, chief executive officer or president (in the
absence of a chief executive officer) or by one or more stockholders holding
shares in the aggregate entitled to cast not less than 10% of the votes at that
meeting.

         If any person(s) other than the Board calls a special meeting, the
request shall:

                  (i)      be in writing;

                  (ii)     specify the time of such meeting and the general
nature of the business proposed to be transacted; and



                  (iii)    be delivered personally or sent by registered mail or
by facsimile transmission to the chairperson of the Board, the chief executive
officer, the president (in the absence of a chief executive officer) or the
secretary of the corporation.

         The officer(s) receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote at such meeting, in accordance with
the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be
held at the time requested by the person or persons calling the meeting. No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders. Nothing contained in this paragraph of
this Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board may be held.

         2.4      NOTICE OF STOCKHOLDERS' MEETINGS.

         All notices of meetings of stockholders shall be sent or otherwise
given in accordance with either Section 2.5 or Section 8.1 of these bylaws not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notice shall specify the
place, if any, date and hour of the meeting, the means of remote communication,
if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

         Notice of any meeting of stockholders shall be given:

                  (i)      if mailed, when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the corporation's records; or

                  (ii)     if electronically transmitted as provided in Section
8.1 of these bylaws.

         An affidavit of the secretary or an assistant secretary of the
corporation or of the transfer agent or any other agent of the corporation that
the notice has been given by mail or by a form of electronic transmission, as
applicable, shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

         2.6      QUORUM.

         The holders of a majority of the stock issued and outstanding and
entitled to vote, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of the stockholders. If,
however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting, or (ii) the
stockholders entitled to vote at the meeting, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

         2.7      ADJOURNED MEETING; NOTICE.

         When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time, place if any thereof, and the means of remote communications if any by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned

                                      -2-



meeting are announced at the meeting at which the adjournment is taken. At the
continuation of the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         2.8      CONDUCT OF BUSINESS.

         The chairperson of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of business.

         2.9      VOTING.

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to Section 217 (relating to voting rights of fiduciaries, pledgors and
joint owners of stock) and Section 218 (relating to voting trusts and other
voting agreements) of the DGCL.

         Except as may be otherwise provided in the certificate of incorporation
or these bylaws, each stockholder shall be entitled to one vote for each share
of capital stock held by such stockholder.

         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise provided in the certificate of incorporation, any
action required by the DGCL to be taken at any annual or special meeting of
stockholders of a corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the corporation as
provided in Section 228 of the DGCL. In the event that the action which is
consented to is such as would have required the filing of a certificate under
any provision of the DGCL, if such action had been voted on by stockholders at a
meeting thereof, the certificate filed under such provision shall state, in lieu
of any statement required by such provision concerning any vote of stockholders,
that written consent has been given in accordance with Section 228 of the DGCL.

         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

         In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which record date shall

                                      -3-



not precede the date on which the resolution fixing the record date is adopted
and which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other such action.

         If the Board does not so fix a record date:

                  (i)      The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

                  (ii)     The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board is necessary, shall be the day on which the first
written consent is expressed.

                  (iii)    The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

         2.12     PROXIES.

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of Section
212 of the DGCL.

         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE.

         The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. The corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least 10
days prior to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
corporation's principal executive office. In the event that the corporation
determines to make the list available on an electronic network, the corporation
may take reasonable steps to ensure that such information is available only to
stockholders of the corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting. Such list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

                                      -4-



                             ARTICLE III -- DIRECTORS

         3.1      POWERS.

         Subject to the provisions of the DGCL and any limitations in the
certificate of incorporation or these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board.

         3.2      NUMBER OF DIRECTORS.

         The authorized number of directors shall be determined from time to
time by resolution of the Board or the stockholders, provided the Board shall
consist of at least one member. No reduction of the authorized number of
directors shall have the effect of removing any director before that director's
term of office expires.

         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

         Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws. The certificate of incorporation
or these bylaws may prescribe other qualifications for directors. Each director,
including a director elected to fill a vacancy, shall hold office until such
director's successor is elected and qualified or until such director's earlier
death, resignation or removal.

         All elections of directors shall be by written ballot, unless otherwise
provided in the certificate of incorporation; if authorized by the Board, such
requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission, provided that any such electronic transmission must be
either set forth or be submitted with information from which it can be
determined that the electronic transmission authorized by the stockholder or
proxy holder.

         3.4      RESIGNATION AND VACANCIES.

         Any director may resign at any time upon notice given in writing or by
electronic transmission to the corporation. When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.

         Unless otherwise provided in the certificate of incorporation or these
bylaws:

                  (i)      Vacancies and newly created directorships resulting
from any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

                  (ii)     Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

                                      -5-



         If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the DGCL.

         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole Board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least 10% of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the DGCL as far
as applicable.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

         The Board may hold meetings, both regular and special, either within or
outside the State of Delaware.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the Board, or any committee designated by the Board,
may participate in a meeting of the Board, or any committee, by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

         3.6      REGULAR MEETINGS.

         Regular meetings of the Board may be held without notice at such time
and at such place as shall from time to time be determined by the Board.

         3.7      SPECIAL MEETINGS; NOTICE.

         Special meetings of the Board for any purpose or purposes may be called
at any time by the chairperson of the Board, the chief executive officer, the
president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be:

                  (i)      delivered personally by hand, by courier or by
telephone;

                  (ii)     sent by United States first-class mail, postage
prepaid;

                  (iii)    sent by facsimile; or

                  (iv)     sent by electronic mail,

directed to each director at that director's address, telephone number,
facsimile number or electronic mail address, as the case may be, as shown on the
corporation's records.

                                      -6-



         If the notice is (i) delivered personally by hand, by courier or by
telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be
delivered or sent at least 24 hours before the time of the holding of the
meeting. If the notice is sent by United States mail, it shall be deposited in
the United States mail at least four days before the time of the holding of the
meeting. Any oral notice may be communicated to the director. The notice need
not specify the place of the meeting (if the meeting is to be held at the
corporation's principal executive office) nor the purpose of the meeting.

         3.8      QUORUM.

         At all meetings of the Board, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business. The vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the certificate of incorporation or these bylaws. If a quorum is not
present at any meeting of the Board, then the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
Board, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

         3.10     FEES AND COMPENSATION OF DIRECTORS.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, the Board shall have the authority to fix the compensation of
directors.

         3.11     APPROVAL OF LOANS TO OFFICERS.

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the Board, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board shall
approve, including, without limitation, a pledge of shares of stock of the
corporation.

         3.12     REMOVAL OF DIRECTORS.

         Unless otherwise restricted by statute, the certificate of
incorporation or these bylaws, any director or the entire Board may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

                                      -7-



         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.
                             ARTICLE IV -- COMMITTEES

         4.1      COMMITTEES OF DIRECTORS.

         The Board may designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board or in these bylaws, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers that may require it; but no such committee shall have the power or
authority to (i) approve or adopt, or recommend to the stockholders, any action
or matter expressly required by the DGCL to be submitted to stockholders for
approval, or (ii) adopt, amend or repeal any bylaw of the corporation,

         4.2      COMMITTEE MINUTES.

         Each committee shall keep regular minutes of its meetings and report
the same to the Board when required.

         4.3      MEETINGS AND ACTION OF COMMITTEES.

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of:

                  (i)      Section 3.5 (place of meetings and meetings by
telephone);

                  (ii)     Section 3.6 (regular meetings);

                  (iii)    Section 3.7 (special meetings and notice);

                  (iv)     Section 3.8 (quorum);

                  (v)      Section 7.13 (waiver of notice); and

                  (vi)     Section 3.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board and its members. However:

                  (i)      the time of regular meetings of committees may be
determined either by resolution of the Board or by resolution of the committee;

                                      -8-



                  (ii)     special meetings of committees may also be called by
resolution of the Board; and

                  (iii)    notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.

                              ARTICLE V -- OFFICERS

         5.1      OFFICERS.

         The officers of the corporation shall be a president and a secretary.
The corporation may also have, at the discretion of the Board, a chairperson of
the Board, a vice chairperson of the Board, a chief executive officer, a chief
financial officer, treasurer, one or more vice presidents, one or more assistant
vice presidents, one or more assistant treasurers, one or more assistant
secretaries, and any such other officers as may be appointed in accordance with
the provisions of these bylaws. Any number of offices may be held by the same
person.

         5.2      APPOINTMENT OF OFFICERS.

         The Board shall appoint the officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Sections 5.3
and 5.5 of these bylaws, subject to the rights, if any, of an officer under any
contract of employment.

         5.3      SUBORDINATE OFFICERS.

         The Board may appoint, or empower the chief executive officer or, in
the absence of a chief executive officer, the president, to appoint, such other
officers and agents as the business of the corporation may require. Each of such
officers and agents shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the Board may from
time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS.

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board at any regular or special meeting
of the Board or, except in the case of an officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by the Board.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice. Unless otherwise
specified in the notice of resignation, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.

         5.5      VACANCIES IN OFFICES.

         Any vacancy occurring in any office of the corporation shall be filled
by the Board or as provided in Section 5.2.

                                      -9-



         5.6      CHAIRPERSON OF THE BOARD.

         The chairperson of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board and exercise and perform such other
powers and duties as may from time to time be assigned to him by the Board or as
may be prescribed by these bylaws. If there is no chief executive officer or
president, then the chairperson of the Board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

         5.7      CHIEF EXECUTIVE OFFICER.

         Subject to such supervisory powers, if any, as the Board may give to
the chairperson of the Board, the chief executive officer, if any, shall,
subject to the control of the Board, have general supervision, direction, and
control of the business and affairs of the corporation and shall report directly
to the Board. All other officers, officials, employees and agents shall report
directly or indirectly to the chief executive officer. The chief executive
officer shall see that all orders and resolutions of the Board are carried into
effect. The chief executive officer shall serve as chairperson of and preside at
all meetings of the stockholders. In the absence of a chairperson of the Board,
the chief executive officer shall preside at all meetings of the Board.

         5.8      PRESIDENT.

         In the absence or disability of the chief executive officer, the
president shall perform all the duties of the chief executive officer. When
acting as the chief executive officer, the president shall have all the powers
of, and be subject to all the restrictions upon, the chief executive officer.
The president shall have such other powers and perform such other duties as from
time to time may be prescribed for him by the Board, these bylaws, the chief
executive officer or the chairperson of the Board.

         5.9      VICE PRESIDENTS.

         In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the Board or, if not ranked, a vice
president designated by the Board, shall perform all the duties of the
president. When acting as the president, the appropriate vice president shall
have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board, these bylaws, the chairperson of the Board, the chief executive officer
or, in the absence of a chief executive officer, the president.

         5.10     SECRETARY.

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the Board may direct,
a book of minutes of all meetings and actions of directors, committees of
directors, and stockholders. The minutes shall show

                  (i)      the time and place of each meeting;

                  (ii)     whether regular or special (and, if special, how
authorized and the notice given);

                  (iii)    the names of those present at directors' meetings
or committee meetings;

                  (iv)     the number of shares present or represented at
stockholders' meetings;

                                      -10-



                  (v)      and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board, a share
register, or a duplicate share register showing;

                  (i)      the names of all stockholders and their addresses;

                  (ii)     the number and classes of shares held by each;

                  (iii)    the number and date of certificates evidencing such
shares; and

                  (iv)     the number and date of cancellation of every
certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board required to be given by law or by these
bylaws. The secretary shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board or by these bylaws.

         5.11     CHIEF FINANCIAL OFFICER.

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as the Board may designate. The chief financial officer shall
disburse the funds of the corporation as may be ordered by the Board, shall
render to the chief executive officer or, in the absence of a chief executive
officer, the president and directors, whenever they request it, an account of
all his or her transactions as chief financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the Board or these bylaws.

         Unless a treasurer is appointed, the chief financial officer shall be
the treasurer of the corporation.

         5.12     ASSISTANT SECRETARY.

         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or Board (or if there be
no such determination, then in the order of their election) shall, in the
absence of the secretary or in the event of the secretary's inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as may be prescribed by the
Board or these bylaws.

         5.13     TREASURER; ASSISTANT TREASURER.

         The treasurer or assistant treasurer, or, if there is more than one,
the assistant treasurers, in the order determined by the stockholders or Board
(or if there be no such determination, then in the order of their election),
shall, in the absence of the chief financial officer or in the event of the
chief financial officer's inability or refusal

                                      -11-



to act, perform the duties and exercise the powers of the chief financial
officer and shall perform such other duties and have such other powers as may be
prescribed by the Board or these bylaws.

         5.14     REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

         The chairperson of the Board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the Board or the president or a vice president, is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

         5.15     AUTHORITY AND DUTIES OF OFFICERS.

         In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the Board or the stockholders.

                         ARTICLE VI -- RECORDS AND REPORTS

         6.1      MAINTENANCE AND INSPECTION OF RECORDS.

         The corporation shall, either at its principal executive office or at
such place or places as designated by the Board, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal executive
office.

         6.2      INSPECTION BY DIRECTORS.

         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his or her position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

                                      -12-



                          ARTICLE VII -- GENERAL MATTERS

         7.1      CHECKS.

         From time to time, the Board shall determine by resolution which person
or persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the corporation, and only the persons so authorized shall sign or
endorse those instruments.

         7.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

         The Board, except as otherwise provided in these bylaws, may authorize
any officer or officers, or agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the corporation; such
authority may be general or confined to specific instances. Unless so authorized
or ratified by the Board or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

         7.3      STOCK CERTIFICATES; PARTLY PAID SHARES.

         The shares of the corporation shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the chairperson or vice-chairperson of the Board, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

         The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

         7.4      SPECIAL DESIGNATION ON CERTIFICATES.

         If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue

                                      -13-



to represent such class or series of stock; provided, however, that, except as
otherwise provided in Section 202 of the DGCL, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
the corporation shall issue to represent such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         7.5      LOST CERTIFICATES.

         Except as provided in this Section 7.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

         7.6      CONSTRUCTION; DEFINITIONS.

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the DGCL shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

         7.7      DIVIDENDS.

         The Board, subject to any restrictions contained in either (i) the
DGCL, or (ii) the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock. Dividends may be paid in cash, in
property, or in shares of the corporation's capital stock.

         The Board may set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and may
abolish any such reserve. Such purposes shall include but not be limited to
equalizing dividends, repairing or maintaining any property of the corporation,
and meeting contingencies.

         7.8      FISCAL YEAR.

         The fiscal year of the corporation shall be fixed by resolution of the
Board and may be changed by the Board.

         7.9      SEAL.

         The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the Board. The corporation may use the corporate seal by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

                                      -14-



         7.10     TRANSFER OF STOCK.

         Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

         7.11     STOCK TRANSFER AGREEMENTS.

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the DGCL.

         7.12     REGISTERED STOCKHOLDERS.

         The corporation:

                  (i)      shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends and
to vote as such owner;

                  (ii)     shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares; and

                  (iii)    shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of another
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

         7.13     WAIVER OF NOTICE.

         Whenever notice is required to be given under any provision of the
DGCL, the certificate of incorporation or these bylaws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the certificate of incorporation
or these bylaws.

                ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION

         8.1      NOTICE BY ELECTRONIC TRANSMISSION.

         Without limiting the manner by which notice otherwise may be given
effectively to stockholders pursuant to the DGCL, the certificate of
incorporation or these bylaws, any notice to stockholders given by the
corporation under any provision of the DGCL, the certificate of incorporation or
these bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent

                                      -15-



shall be revocable by the stockholder by written notice to the corporation. Any
such consent shall be deemed revoked if:

                  (i)      the corporation is unable to deliver by electronic
transmission two consecutive notices given by the corporation in accordance with
such consent; and

                  (ii)     such inability becomes known to the secretary or an
assistant secretary of the corporation or to the transfer agent, or other person
responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.

         Any notice given pursuant to the preceding paragraph shall be deemed
given:

                  (i)      if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice;

                  (ii)     if by electronic mail, when directed to an electronic
mail address at which the stockholder has consented to receive notice;

                  (iii)    if by a posting on an electronic network together
with separate notice to the stockholder of such specific posting, upon the later
of (A) such posting and (B) the giving of such separate notice; and

                  (iv)     if by any other form of electronic transmission, when
directed to the stockholder.

         An affidavit of the secretary or an assistant secretary or of the
transfer agent or other agent of the corporation that the notice has been given
by a form of electronic transmission shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

         8.2      DEFINITION OF ELECTRONIC TRANSMISSION.

         An "electronic transmission" means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.

         8.3      INAPPLICABILITY.

         Notice by a form of electronic transmission shall not apply to Sections
164, 296, 311, 312 or 324 of the DGCL.

                             ARTICLE IX -- AMENDMENTS

         These bylaws may be adopted, amended or repealed by the stockholders
entitled to vote. However, the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors. The fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.

                                      -16-



                          SANMINA CANADA HOLDINGS, INC.

                        CERTIFICATE OF ADOPTION OF BYLAWS

         The undersigned hereby certifies that he or she is the duly elected,
qualified, and acting Secretary or Assistant Secretary of Sanmina Canada
Holdings, Inc., a Delaware corporation and that the foregoing bylaws, comprising
16 pages, were adopted as the corporation's bylaws on August 23, 2002, by the
corporation's stockholders.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 23rd day of August, 2002.

                                                   /s/  Michael M. Sullivan
                                                  ------------------------------
                                                  Michael M. Sullivan, Secretary

EX-3.2.4

                                                                   EXHIBIT 3.2.4

                             OPERATING AGREEMENT OF
                                SANMINA-SCI, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

         THIS OPERATING AGREEMENT (this "Agreement") of Sanmina-SCI, LLC, a
Delaware limited liability company (the "Company"), is entered into as of
December 19, 2002 and shall constitute the "limited liability company agreement"
of the Company within the meaning of Section 18-101(7) of the Delaware Limited
Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et
seq., as amended (the "Act").

         1.1      Except as otherwise provided in this Agreement, the default
provisions of the Act shall apply to the Company.

         1.2      Sanmina-SCI Corporation, a Delaware corporation, shall be the
sole "member" of the Company within the meaning of Section 18-101(11) of the Act
(the "Member").

         1.3      The Member hereby enters into and forms the Company as a
limited liability company in accordance with the Act. The name of the Company
shall be "Sanmina-SCI, LLC"

         1.4      The Company shall maintain a Delaware registered office and
agent for the service of process as required by the Act. In the event the
registered agent ceases to act as such for any reason or the registered office
shall change, the Member shall promptly designate a replacement registered agent
or file a notice of change of address, as the case may be.

         1.5      The purpose and scope of the Company shall be to engage in
such lawful activities as shall be determined by the Member in its sole and
absolute discretion.

         1.6      The term of the Company shall begin as of the date of filing
of the certificate of formation for the Company in accordance with Section
18-201 of the Act and, unless otherwise specified in a certificate of
cancellation filed by the Member in respect of the Company pursuant to Section
18-203 of the Act, such term shall continue in perpetuity.

         1.7      Title to all Company property shall be held in the name of the
Company; provided, however, that the Company shall make such distributions of
cash and/or property to the Member as the Member shall from time to time
determine in its sole and absolute discretion.

         1.8      Michael M. Sullivan, Steven H. Jackman and Jeffrey L. Roth are
each authorized and directed, in the name of and on behalf of the Company, or
otherwise to execute all instruments, documents, and certificates, and to take
such actions as she may deem necessary, advisable or proper.

         1.9      Except as otherwise required by applicable law, the Member
shall have no personal liability for the debts and obligations of the Company.



         1.10     The Member shall have no obligation to make any contributions
to the capital of the Company and shall make only such contributions as the
Member shall from time to time determine in its sole and absolute discretion.

         1.11     The Member shall have no obligation to provide any services to
the Company and shall provide only such services as the Member shall from time
to time determine in its sole and absolute discretion.

         1.12     The Company shall indemnify the Member to the fullest extent
permitted by law.

         1.13     The Member shall control the management and operation of the
Company in such manner as it shall determine in its sole and absolute
discretion. The Member may appoint, remove and replace managers, officers and
employees of the Company from time to time in its sole and absolute discretion.
Notwithstanding any provision of this Agreement to the contrary, any contract,
agreement, deed, lease, note or other document or instrument executed on behalf
of the Company by the Member shall be deemed to have been duly executed by the
Company and third parties shall be entitled to rely upon the Member's power to
bind the Company without otherwise ascertaining that the requirements of this
Agreement have been satisfied.

         1.14     The Member may transfer all or any portion of its interest in
the Company in the Member's sole and absolute discretion. In the event of any
such transfer, this Agreement shall be amended to reflect the respective rights
and obligations of the Member and the transferee or transferees. No person shall
be admitted to the Company as an additional member without the written consent
of the Member, which consent may be withheld in the Member's sole and absolute
discretion.

         1.15     The "Sanmina-SCI" name and mark are the property of the
Member. The Company's authority to use such name and mark may be withdrawn by
the Member at any time without compensation to the Company. Following the
dissolution and liquidation of the Company, all right, title and interest in and
to such name and mark shall be held solely by the Member.

         1.16     The interpretation and enforceability of this Agreement and
the rights and liabilities of the Member as such shall be governed by the laws
of the State of Delaware as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in
Delaware by residents of Delaware. To the extent permitted by the Act and other
applicable law, the provisions of this Agreement shall supersede any contrary
provisions of the Act or other applicable law.

         1.17     In the event any provision of this Agreement is determined to
be invalid or unenforceable, such provision shall be deemed severed from the
remainder of this Agreement and replaced with a valid and enforceable provision
as similar in intent as reasonably possible to the provision so severed, and
shall not cause the invalidity or unenforceability of the remainder of this
Agreement.

                                      -2-



         1.18     This Agreement may be amended, in whole or in part, only
through a written amendment executed by the Member.

         1.19     This Agreement contains the entire understanding and intent of
the Member regarding the Company and supersedes any prior written or oral
agreement respecting the Company. There are no representations, agreements,
arrangements, or understandings, oral or written, of the Member relating to the
Company which are not fully expressed in this Agreement.

   [Remainder of this page intentionally left blank; signature page follows.]

                                      -3-



         IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.

SANMINA-SCI CORPORATION,
a Delaware corporation

By:

/s/   Michael M. Sullivan
- -------------------------------
Name: Michael M. Sullivan
Title: Assistant Secretary

EX-3.2.5

                                                                   EXHIBIT 3.2.5

                              AMENDED AND RESTATED

                                    BYLAWS OF

                             COMPATIBLE MEMORY, INC.



                         AMENDED AND RESTATED BYLAWS OF

                             COMPATIBLE MEMORY, INC.

                                TABLE OF CONTENTS



                                                                                                                     PAGE
                                                                                                                     ----
                                                                                                                  
ARTICLE 1 CORPORATE OFFICES......................................................................................      1

     1.1    PRINCIPAL OFFICE.....................................................................................      1
     1.2    OTHER OFFICES........................................................................................      1

ARTICLE 2 MEETINGS OF SHAREHOLDERS...............................................................................      1

     2.1    PLACE OF MEETINGS....................................................................................      1
     2.2    ANNUAL MEETING.......................................................................................      1
     2.3    SPECIAL MEETING......................................................................................      1
     2.4    NOTICE OF SHAREHOLDERS' MEETINGS.....................................................................      2
     2.5    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.........................................................      2
     2.6    QUORUM...............................................................................................      3
     2.7    ADJOURNED MEETING; NOTICE............................................................................      3
     2.8    VOTING...............................................................................................      4
     2.9    VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT....................................................      5
     2.10   SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING..............................................      5
     2.11   RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS..........................................      6
     2.12   PROXIES..............................................................................................      6
     2.13   INSPECTORS OF ELECTION...............................................................................      7

ARTICLE 3 DIRECTORS..............................................................................................      8

     3.1    POWERS...............................................................................................      8
     3.2    NUMBER OF DIRECTORS..................................................................................      8
     3.3    ELECTION AND TERM OF OFFICE OF DIRECTORS.............................................................      8
     3.4    RESIGNATION AND VACANCIES............................................................................      8
     3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE.............................................................      9
     3.6    REGULAR MEETINGS.....................................................................................      9
     3.7    SPECIAL MEETINGS; NOTICE.............................................................................     10
     3.8    QUORUM...............................................................................................     10
     3.9    WAIVER OF NOTICE.....................................................................................     10
     3.10   ADJOURNMENT..........................................................................................     11
     3.11   NOTICE OF ADJOURNMENT................................................................................     11
     3.12   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING....................................................     11
     3.13   FEES AND COMPENSATION OF DIRECTORS...................................................................     11

ARTICLE 4 COMMITTEES.............................................................................................     11

     4.1    COMMITTEES OF DIRECTORS..............................................................................     11


                                      -i-



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                                     PAGE
                                                                                                                     ----
                                                                                                                  
     4.2    MEETINGS AND ACTION OF COMMITTEES....................................................................     12

ARTICLE 5 OFFICERS...............................................................................................     12

     5.1    OFFICERS.............................................................................................     12
     5.2    ELECTION OF OFFICERS.................................................................................     13
     5.3    SUBORDINATE OFFICERS.................................................................................     13
     5.4    REMOVAL AND RESIGNATION OF OFFICERS..................................................................     13
     5.5    VACANCIES IN OFFICES.................................................................................     13
     5.6    CHAIRMAN OF THE BOARD................................................................................     13
     5.7    PRESIDENT............................................................................................     14
     5.8    VICE PRESIDENTS......................................................................................     14
     5.9    SECRETARY............................................................................................     14
     5.10   CHIEF FINANCIAL OFFICER..............................................................................     15

ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS....................................     15

     6.1    INDEMNIFICATION OF DIRECTORS AND OFFICERS............................................................     15
     6.2    INDEMNIFICATION OF OTHERS............................................................................     15
     6.3    PAYMENT OF EXPENSES IN ADVANCE.......................................................................     16
     6.4    INDEMNITY NOT EXCLUSIVE..............................................................................     16
     6.5    INSURANCE INDEMNIFICATION............................................................................     16
     6.6    CONFLICTS............................................................................................     16

ARTICLE 7 RECORDS AND REPORTS....................................................................................     17

     7.1    MAINTENANCE AND INSPECTION OF SHARE REGISTER.........................................................     17
     7.2    MAINTENANCE AND INSPECTION OF BYLAWS.................................................................     17
     7.3    MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS................................................     18
     7.4    INSPECTION BY DIRECTORS..............................................................................     18
     7.5    ANNUAL REPORT TO SHAREHOLDERS; WAIVER................................................................     18
     7.6    FINANCIAL STATEMENTS.................................................................................     18
     7.7    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.......................................................     19

ARTICLE 8 GENERAL MATTERS........................................................................................     19

     8.1    RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING................................................     19
     8.2    CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS............................................................     20
     8.3    CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED....................................................     20
     8.4    CERTIFICATES FOR SHARES..............................................................................     20
     8.5    LOST CERTIFICATES....................................................................................     21
     8.6    CONSTRUCTION; DEFINITIONS............................................................................     21

ARTICLE 9 AMENDMENTS.............................................................................................     21

     9.1    AMENDMENT BY SHAREHOLDERS............................................................................     21
     9.2    AMENDMENT BY DIRECTORS...............................................................................     21


                                      -ii-



                           AMENDED AND RESTATED BYLAWS

                                       OF

                             COMPATIBLE MEMORY, INC.

                                   ARTICLE 1

                                CORPORATE OFFICES

         1.1      PRINCIPAL OFFICE

         The board of directors shall fix the location of the principal
executive office of the corporation at any place within or outside the State of
California. If the principal executive office is located outside such state and
the corporation has one or more business offices in such state, then the board
of directors shall fix and designate a principal business office in the State of
California.

         1.2      OTHER OFFICES

         The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

                                   ARTICLE 2

                            MEETINGS OF SHAREHOLDERS

         2.1      PLACE OF MEETINGS

         Meetings of shareholders shall be held at any place within or outside
the State of California designated by the board of directors. In the absence of
any such designation, shareholders' meetings shall be held at the principal
executive office of the corporation.

         2.2      ANNUAL MEETING

         The annual meeting of shareholders shall be held each year on a date
and at a time designated by the board of directors. At the meeting, directors
shall be elected, and any other proper business may be transacted.

         2.3      SPECIAL MEETING

         A special meeting of the shareholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or by
one or more shareholders holding shares in the aggregate entitled to cast not
less than ten percent (10%) of the votes at that meeting.



         If a special meeting is called by any person or persons other than the
board of directors or the president or the chairman of the board, then the
request shall be in writing, specifying the time of such meeting and the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president, any vice president or
the secretary of the corporation. The officer receiving the request shall cause
notice to be promptly given to the shareholders entitled to vote, in accordance
with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will
be held at the time requested by the person or persons calling the meeting, so
long as that time is not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, then the person or persons requesting
the meeting may give the notice. Nothing contained in this paragraph of this
Section 2.3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the board of directors may be held.

         2.4      NOTICE OF SHAREHOLDERS' MEETINGS

         All notices of meetings of shareholders shall be sent or otherwise
given in accordance with Section 2.5 of these bylaws not less than ten (10) (or,
if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty
(30)) nor more than sixty (60) days before the date of the meeting. The notice
shall specify the place, date, and hour of the meeting and (i) in the case of a
special meeting, the general nature of the business to be transacted (no
business other than that specified in the notice may be transacted) or (ii) in
the case of the annual meeting, those matters which the board of directors, at
the time of giving the notice, intends to present for action by the shareholders
(but subject to the provisions of the next paragraph of this Section 2.4 any
proper matter may be presented at the meeting for such action). The notice of
any meeting at which directors are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.

         If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California (the
"Code"), (ii) an amendment of the articles of incorporation, pursuant to Section
902 of the Code, (iii) a reorganization of the corporation, pursuant to Section
1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to
Section 1900 of the Code, or (v) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, pursuant to Section
2007 of the Code, then the notice shall also state the general nature of that
proposal.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of shareholders shall be given either (i)
personally or (ii) by first-class mail or (iii) by third-class mail but only if
the corporation has outstanding shares held of record by five hundred (500) or
more persons (determined as provided in Section 605 of the Code) on the record
date for the shareholders' meeting, or (iv) by telegraphic or other written

                                      -2-



communication. Notices not personally delivered shall be sent charges prepaid
and shall be addressed to the shareholder at the address of that shareholder
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice. If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by mail or telegraphic or other written communication
to the corporation's principal executive office, or if published at least once
in a newspaper of general circulation in the county where that office is
located. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.

         If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at that address, then all future notices or reports shall be deemed to have been
duly given without further mailing if the same shall be available to the
shareholder on written demand of the shareholder at the principal executive
office of the corporation for a period of one (1) year from the date of the
giving of the notice.

         An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

         2.6      QUORUM

         The presence in person or by proxy of the holders of a majority of the
shares entitled to vote thereat constitutes a quorum for the transaction of
business at all meetings of shareholders. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.

         2.7      ADJOURNED MEETING; NOTICE

         Any shareholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of the majority of
the shares represented at that meeting, either in person or by proxy. In the
absence of a quorum, no other business may be transacted at that meeting except
as provided in Section 2.6 of these bylaws.

         When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken. However, if a new record date for the adjourned meeting is
fixed or if the adjournment is for more than forty-five (45) days from the date
set for the original meeting, then notice of the adjourned meeting shall be
given. Notice of any such adjourned meeting

                                      -3-



shall be given to each shareholder of record entitled to vote at the adjourned
meeting in accordance with the provisions of Sections 2.4 and 2.5 of these
bylaws. At any adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting.

         2.8      VOTING

         The shareholders entitled to vote at any meeting of shareholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 702 through 704 of the Code (relating to
voting shares held by a fiduciary, in the name of a corporation or in joint
ownership).

         The shareholders' vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder at the meeting and before the voting has begun.

         Except as provided in the last paragraph of this Section 2.8, or as may
be otherwise provided in the articles of incorporation, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote of the shareholders. Any shareholder entitled to vote on any matter may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or, except when the matter is the election of directors, may
vote them against the proposal; but, if the shareholder fails to specify the
number of shares which the shareholder is voting affirmatively, it will be
conclusively presumed that the shareholder's approving vote is with respect to
all shares which the shareholder is entitled to vote.

         If a quorum is present, the affirmative vote of the majority of the
shares represented and voting at a duly held meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or a vote by
classes is required by the Code or by the articles of incorporation.

         At a shareholders' meeting at which directors are to be elected, a
shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes which such shareholder normally
is entitled to cast) if the candidates' names have been placed in nomination
prior to commencement of the voting and the shareholder has given notice prior
to commencement of the voting of the shareholder's intention to cumulate votes.
If any shareholder has given such a notice, then every shareholder entitled to
vote may cumulate votes for candidates in nomination either (i) by giving one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder's shares are
normally entitled or (ii) by distributing the shareholder's votes on the same
principle among any or all of the candidates, as the shareholder thinks fit. The
candidates receiving the highest number of affirmative votes, up to the number
of directors to be elected, shall be elected; votes against any candidate and
votes withheld shall have no legal effect.

                                      -4-



         2.9      VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

         The transactions of any meeting of shareholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though they had been taken at a meeting duly held after regular call and notice,
if a quorum be present either in person or by proxy, and if, either before or
after the meeting, each person entitled to vote, who was not present in person
or by proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or consent
or approval need not specify either the business to be transacted or the purpose
of any annual or special meeting of shareholders, except that if action is taken
or proposed to be taken for approval of any of those matters specified in the
second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent
or approval shall state the general nature of the proposal. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

         Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened. Attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by the Code to be
included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting.

         2.10     SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted.

         In the case of election of directors, such a consent shall be effective
only if signed by the holders of all outstanding shares entitled to vote for the
election of directors. However, a director may be elected at any time to fill
any vacancy on the board of directors, provided that it was not created by
removal of a director and that it has not been filled by the directors, by the
written consent of the holders of a majority of the outstanding shares entitled
to vote for the election of directors.

         All such consents shall be maintained in the corporate records. Any
shareholder giving a written consent, or the shareholder's proxy holders, or a
transferee of the shares, or a personal representative of the shareholder, or
their respective proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

         If the consents of all shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
shareholders has not been received, then the secretary shall give prompt notice
of the corporate action approved by the shareholders without a meeting. Such

                                      -5-



notice shall be given to those shareholders entitled to vote who have not
consented in writing and shall be given in the manner specified in Section 2.5
of these bylaws. In the case of approval of (i) a contract or transaction in
which a director has a direct or indirect financial interest, pursuant to
Section 310 of the Code, (ii) indemnification of a corporate "agent," pursuant
to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant
to Section 1201 of the Code, and (iv) a distribution in dissolution other than
in accordance with the rights of outstanding preferred shares, pursuant to
Section 2007 of the Code, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

         2.11     RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS

         For purposes of determining the shareholders entitled to notice of any
meeting or to vote thereat or entitled to give consent to corporate action
without a meeting, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days before
the date of any such meeting nor more than sixty (60) days before any such
action without a meeting, and in such event only shareholders of record on the
date so fixed are entitled to notice and to vote or to give consents, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the Code.

         If the board of directors does not so fix a record date:

                  (a)      the record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held; and

                  (b)      the record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, (i) when no
prior action by the board has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action by the board has been taken,
shall be at the close of business on the day on which the board adopts the
resolution relating to that action, or the sixtieth (60th) day before the date
of such other action, whichever is later.

         The record date for any other purpose shall be as provided in Article 8
of these bylaws.

         2.12     PROXIES

         Every person entitled to vote for directors, or on any other matter,
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the shareholder or the shareholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) the person who

                                      -6-



executed the proxy revokes it prior to the time of voting by delivering a
writing to the corporation stating that the proxy is revoked or by executing a
subsequent proxy and presenting it to the meeting or by voting in person at the
meeting, or (ii) written notice of the death or incapacity of the maker of that
proxy is received by the corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the expiration of
eleven (11) months from the date of the proxy, unless otherwise provided in the
proxy. The dates contained on the forms of proxy presumptively determine the
order of execution, regardless of the postmark dates on the envelopes in which
they are mailed. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of
the Code.

         2.13     INSPECTORS OF ELECTION

         Before any meeting of shareholders, the board of directors may appoint
an inspector or inspectors of election to act at the meeting or its adjournment.
If no inspector of election is so appointed, then the chairman of the meeting
may, and on the request of any shareholder or a shareholder's proxy shall,
appoint an inspector or inspectors of election to act at the meeting. The number
of inspectors shall be either one (1) or three (3). If inspectors are appointed
at a meeting pursuant to the request of one (1) or more shareholders or proxies,
then the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
then the chairman of the meeting may, and upon the request of any shareholder or
a shareholder's proxy shall, appoint a person to fill that vacancy.

         Such inspectors shall:

                  (a)      determine the number of shares outstanding and the
voting power of each, the number of shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;

                  (b)      receive votes, ballots or consents;

                  (c)      hear and determine all challenges and questions in
any way arising in connection with the right to vote;

                  (d)      count and tabulate all votes or consents;

                  (e)      determine when the polls shall close;

                  (f)      determine the result; and

                  (g)      do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.

                                      -7-



                                    ARTICLE 3

                                    DIRECTORS

         3.1      POWERS

         Subject to the provisions of the Code and any limitations in the
articles of incorporation and these bylaws relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.

         3.2      NUMBER OF DIRECTORS

         The number of directors of the corporation shall be not less than two
(2) nor more than three (3). The exact number of directors shall be two (2)
until changed, within the limits specified above, by a bylaw amending this
Section 3.2, duly adopted by the board of directors or by the shareholders. The
indefinite number of directors may be changed, or a definite number may be fixed
without provision for an indefinite number, by a duly adopted amendment to the
articles of incorporation or by an amendment to this bylaw duly adopted by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that an amendment reducing the fixed number
or the minimum number of directors to a number less than five (5) cannot be
adopted if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of an action by written consent, are equal to more than
sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to
vote thereon. No amendment may change the stated maximum number of authorized
directors to a number greater than two (2) times the stated minimum number of
directors minus one (1).

         No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS

         Directors shall be elected at each annual meeting of shareholders to
hold office until the next annual meeting. Each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.

         3.4      RESIGNATION AND VACANCIES

         Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary or the board of directors,
unless the notice specifies a later time for that resignation to become
effective. If the resignation of a director is effective at a future time, the
board of directors may elect a successor to take office when the resignation
becomes effective.

                                      -8-



         Vacancies in the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining
director; however, a vacancy created by the removal of a director by the vote or
written consent of the shareholders or by court order may be filled only by the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute a majority of the required quorum), or by the unanimous written
consent of all shares entitled to vote thereon. Each director so elected shall
hold office until the next annual meeting of the shareholders and until a
successor has been elected and qualified.

         A vacancy or vacancies in the board of directors shall be deemed to
exist (i) in the event of the death, resignation or removal of any director,
(ii) if the board of directors by resolution declares vacant the office of a
director who has been declared of unsound mind by an order of court or convicted
of a felony, (iii) if the authorized number of directors is increased, or (iv)
if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the number of directors to be elected at that
meeting.

         The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election
other than to fill a vacancy created by removal, if by written consent, shall
require the consent of the holders of a majority of the outstanding shares
entitled to vote thereon.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         Regular meetings of the board of directors may be held at any place
within or outside the State of California that has been designated from time to
time by resolution of the board. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the corporation.
Special meetings of the board may be held at any place within or outside the
State of California that has been designated in the notice of the meeting or, if
not stated in the notice or if there is no notice, at the principal executive
office of the corporation.

         Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

         3.6      REGULAR MEETINGS

         Regular meetings of the board of directors may be held without notice
if the times of such meetings are fixed by the board of directors.

                                      -9-



         3.7      SPECIAL MEETINGS; NOTICE

         Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered personally or by
telephone or telegram, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

         3.8      QUORUM

         A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.10 of these bylaws. Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of
Section 310 of the Code (as to approval of contracts or transactions in which a
director has a direct or indirect material financial interest), Section 311 of
the Code (as to appointment of committees), Section 317(e) of the Code (as to
indemnification of directors), the articles of incorporation, and other
applicable law.

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      WAIVER OF NOTICE

         Notice of a meeting need not be given to any director (i) who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or (ii) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors. All such waivers, consents, and approvals shall be
filed with the corporate records or made part of the minutes of the meeting. A
waiver of notice need not specify the purpose of any regular or special meeting
of the board of directors.

                                      -10-



         3.10     ADJOURNMENT

         A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place.

         3.11     NOTICE OF ADJOURNMENT

         Notice of the time and place of holding an adjourned meeting need not
be given unless the meeting is adjourned for more than twenty-four (24) hours.
If the meeting is adjourned for more than twenty-four (24) hours, then notice of
the time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.7 of these bylaws, to
the directors who were not present at the time of the adjournment.

         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any action required or permitted to be taken by the board of directors
may be taken without a meeting, provided that all members of the board
individually or collectively consent in writing to that action. Such action by
written consent shall have the same force and effect as a unanimous vote of the
board of directors. Such written consent and any counterparts thereof shall be
filed with the minutes of the proceedings of the board.

         3.13     FEES AND COMPENSATION OF DIRECTORS

         Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors. This Section 3.13 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.

                                    ARTICLE 4

                                   COMMITTEES

         4.1      COMMITTEES OF DIRECTORS

         The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to:

                                      -11-



                  (a)      the approval of any action which, under the Code,
also requires shareholders' approval or approval of the outstanding shares;

                  (b)      the filling of vacancies on the board of directors or
in any committee;

                  (c)      the fixing of compensation of the directors for
serving on the board or any committee;

                  (d)      the amendment or repeal of these bylaws or the
adoption of new bylaws;

                  (e)      the amendment or repeal of any resolution of the
board of directors which by its express terms is not so amendable or repealable;

                  (f)      a distribution to the shareholders of the
corporation, except at a rate or in a periodic amount or within a price range
determined by the board of directors; or

                  (g)      the appointment of any other committees of the board
of directors or the members of such committees.

         4.2      MEETINGS AND ACTION OF COMMITTEES

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article 3 of these bylaws, Section
3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special
meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice),
Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section
3.12 (action without meeting), with such changes in the context of those bylaws
as are necessary to substitute the committee and its members for the board of
directors and its members; provided, however, that the time of regular meetings
of committees may be determined either by resolution of the board of directors
or by resolution of the committee, that special meetings of committees may also
be called by resolution of the board of directors, and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.

                                   ARTICLE 5

                                    OFFICERS

         5.1      OFFICERS

         The officers of the corporation shall be a president, a secretary, and
a chief financial officer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers, and

                                      -12-



such other officers as may be appointed in accordance with the provisions of
Section 5.3 of these bylaws. Any number of offices may be held by the same
person.

         5.2      ELECTION OF OFFICERS

         The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board, subject to the rights, if any, of an
officer under any contract of employment.

         5.3      SUBORDINATE OFFICERS

         The board of directors may appoint, or may empower the president to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the board of directors may
from time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except in
case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

         5.5      VACANCIES IN OFFICES

         A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.

         5.6      CHAIRMAN OF THE BOARD

         The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws. If there is no
president, then the chairman of the board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

                                      -13-



         5.7      PRESIDENT

         Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the corporation. He
shall preside at all meetings of the shareholders and, in the absence or
nonexistence of a chairman of the board, at all meetings of the board of
directors. He shall have the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed by the board of directors or these
bylaws.

         5.8      VICE PRESIDENTS

         In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform all
the duties of the president and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the president. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the board of directors, these bylaws,
the president or the chairman of the board.

         5.9      SECRETARY

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors and shareholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the board of directors required to be given by law or
by these bylaws. He shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or by these bylaws.

                                      -14-



         5.10     CHIEF FINANCIAL OFFICER

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the corporation with such depositaries as may
be designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or these bylaws.

                                    ARTICLE 6

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                                AND OTHER AGENTS

         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall, to the maximum extent and in the manner
permitted by the Code, indemnify each of its directors and officers against
expenses (as defined in Section 317(a) of the Code), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding (as defined in Section 317(a) of the Code), arising by
reason of the fact that such person is or was an agent of the corporation. For
purposes of this Article 6, a "director" or "officer" of the corporation
includes any person (i) who is or was a director or officer of the corporation,
(ii) who is or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was a director or officer of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

         6.2      INDEMNIFICATION OF OTHERS

         The corporation shall have the power, to the extent and in the manner
permitted by the Code, to indemnify each of its employees and agents (other than
directors and officers) against expenses (as defined in Section 317(a) of the
Code), judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding (as defined in Section 317(a) of the
Code), arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this Article 6, an "employee" or "agent" of the
corporation (other than a director or officer) includes any person (i) who is or
was an employee or agent of the corporation, (ii) who is or was serving at the
request of the corporation as an employee or agent of another corporation,
partnership, joint

                                      -15-



venture, trust or other enterprise, or (iii) who was an employee or agent of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.

         6.3      PAYMENT OF EXPENSES IN ADVANCE

         Expenses incurred in defending any civil or criminal action

         or proceeding for which indemnification is required pursuant to Section
6.1 or for which indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the Board of Directors shall be paid by the corporation
in advance of the final disposition of such action or proceeding upon receipt of
an undertaking by or on behalf of the indemnified party to repay such amount if
it shall ultimately be determined that the indemnified party is not entitled to
be indemnified as authorized in this Article 6.

         6.4      INDEMNITY NOT EXCLUSIVE

         The indemnification provided by this Article 6 shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.

         6.5      INSURANCE INDEMNIFICATION

         The corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation against any liability asserted against or incurred by such
person in such capacity or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify him against such
liability under the provisions of this Article 6.

         6.6      CONFLICTS

         No indemnification or advance shall be made under this Article 6,
except where such indemnification or advance is mandated by law or the order,
judgment or decree of any court of competent jurisdiction, in any circumstance
where it appears:

                  (a)      That it would be inconsistent with a provision of the
Articles of Incorporation, these bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

                  (b)      That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.

                                      -16-



                                   ARTICLE 7

                               RECORDS AND REPORTS

         7.1      MAINTENANCE AND INSPECTION OF SHARE REGISTER

         The corporation shall keep either at its principal executive office or
at the office of its transfer agent or registrar (if either be appointed), as
determined by resolution of the board of directors, a record of its shareholders
listing the names and addresses of all shareholders and the number and class of
shares held by each shareholder.

         A shareholder or shareholders of the corporation who holds at least
five percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who holds at least one percent (1%) of such voting shares and has
filed a Schedule 14B with the Securities and Exchange Commission relating to the
election of directors, may (i) inspect and copy the records of shareholders'
names, addresses, and shareholdings during usual business hours on five (5)
days' prior written demand on the corporation, (ii) obtain from the transfer
agent of the corporation, on written demand and on the tender of such transfer
agent's usual charges for such list, a list of the names and addresses of the
shareholders who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which that list has been
compiled or as of a date specified by the shareholder after the date of demand.
Such list shall be made available to any such shareholder by the transfer agent
on or before the later of five (5) days after the demand is received or five (5)
days after the date specified in the demand as the date as of which the list is
to be compiled.

         The record of shareholders shall also be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate, at
any time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate.

         Any inspection and copying under this Section 7.1 may be made in person
or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.

         7.2      MAINTENANCE AND INSPECTION OF BYLAWS

         The corporation shall keep at its principal executive office or, if its
principal executive office is not in the State of California, at its principal
business office in California the original or a copy of these bylaws as amended
to date, which bylaws shall be open to inspection by the shareholders at all
reasonable times during office hours. If the principal executive office of the
corporation is outside the State of California and the corporation has no
principal business office in such state, then the secretary shall, upon the
written request of any shareholder, furnish to that shareholder a copy of these
bylaws as amended to date.

                                      -17-



         7.3      MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

         The accounting books and records and the minutes of proceedings of the
shareholders, of the board of directors, and of any committee or committees of
the board of directors shall be kept at such place or places as are designated
by the board of directors or, in absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in written form,
and the accounting books and records shall be kept either in written form or in
any other form capable of being converted into written form.

         The minutes and accounting books and records shall be open to
inspection upon the written demand of any shareholder or holder of a voting
trust certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. The inspection may be made in person or by
an agent or attorney and shall include the right to copy and make extracts. Such
rights of inspection shall extend to the records of each subsidiary corporation
of the corporation.

         7.4      INSPECTION BY DIRECTORS

         Every director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of every kind as well as the physical
properties of the corporation and each of its subsidiary corporations. Such
inspection by a director may be made in person or by an agent or attorney. The
right of inspection includes the right to copy and make extracts of documents.

         7.5      ANNUAL REPORT TO SHAREHOLDERS; WAIVER

         The board of directors shall cause an annual report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of the
fiscal year adopted by the corporation. Such report shall be sent at least
fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days)
before the annual meeting of shareholders to be held during the next fiscal year
and in the manner specified in Section 2.5 of these bylaws for giving notice to
shareholders of the corporation.

         The annual report shall contain (i) a balance sheet as of the end of
the fiscal year, (ii) an income statement, (iii) a statement of changes in
financial position for the fiscal year, and (iv) any report of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared without audit from
the books and records of the corporation.

         The foregoing requirement of an annual report shall be waived so long
as the shares of the corporation are held by fewer than one hundred (100)
holders of record.

         7.6      FINANCIAL STATEMENTS

         If no annual report for the fiscal year has been sent to shareholders,
then the corporation shall, upon the written request of any shareholder made
more than one hundred twenty (120) days after the

                                      -18-



close of such fiscal year, deliver or mail to the person making the request,
within thirty (30) days thereafter, a copy of a balance sheet as of the end of
such fiscal year and an income statement and statement of changes in financial
position for such fiscal year.

         If a shareholder or shareholders holding at least five percent (5%) of
the outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and for a
balance sheet of the corporation as of the end of that period, then the chief
financial officer shall cause that statement to be prepared, if not already
prepared, and shall deliver personally or mail that statement or statements to
the person making the request within thirty (30) days after the receipt of the
request. If the corporation has not sent to the shareholders its annual report
for the last fiscal year, the statements referred to in the first paragraph of
this Section 7.6 shall likewise be delivered or mailed to the shareholder or
shareholders within thirty (30) days after the request.

         The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or by the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

         7.7      REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation, or
any other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.

                                   ARTICLE 8

                                 GENERAL MATTERS

         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

         For purposes of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
shareholders entitled to exercise any rights in respect of any other lawful
action (other than action by shareholders by written consent without a meeting),
the board of directors may fix, in advance, a record date, which shall not be
more than sixty (60) days before any such action. In that case, only
shareholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights,

                                      -19-



or to exercise such rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date so fixed,
except as otherwise provided in the Code.

         If the board of directors does not so fix a record date, then the
record date for determining shareholders for any such purpose shall be at the
close of business on the day on which the board adopts the applicable resolution
or the sixtieth (60th) day before the date of that action, whichever is later.

         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

         From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

         8.3      CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

         The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

         8.4      CERTIFICATES FOR SHARES

         A certificate or certificates for shares of the corporation shall be
issued to each shareholder when any of such shares are fully paid. The board of
directors may authorize the issuance of certificates for shares partly paid
provided that these certificates shall state the total amount of the
consideration to be paid for them and the amount actually paid. All certificates
shall be signed in the name of the corporation by the chairman of the board or
the vice chairman of the board or the president or a vice president and by the
chief financial officer or an assistant treasurer or the secretary or an
assistant secretary, certifying the number of shares and the class or series of
shares owned by the shareholder. Any or all of the signatures on the certificate
may be facsimile.

         In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on a certificate ceases to be that
officer, transfer agent or registrar before that certificate is issued, it may
be issued by the corporation with the same effect as if that person were an
officer, transfer agent or registrar at the date of issue.

                                      -20-



         8.5      LOST CERTIFICATES

         Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board
may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

         8.6      CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Code shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                   ARTICLE 9

                                   AMENDMENTS

         9.1      AMENDMENT BY SHAREHOLDERS

         New bylaws may be adopted or these bylaws may be amended or repealed by
the vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the articles of incorporation of
the corporation set forth the number of authorized directors of the corporation,
then the authorized number of directors may be changed only by an amendment of
the articles of incorporation.

         9.2      AMENDMENT BY DIRECTORS

         Subject to the rights of the shareholders as provided in Section 9.1 of
these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the
authorized number of directors (except to fix the authorized number of directors
pursuant to a bylaw providing for a variable number of directors), may be
adopted, amended or repealed by the board of directors.

                                      -21-



                            CERTIFICATE OF SECRETARY

         I, the undersigned, do hereby certify:

         (1)      That I am the duly elected and acting Secretary of Compatible
Memory Inc., a California corporation; and

         (2)      That the foregoing Amended and Restated Bylaws, comprising
twenty-one (21) pages, besides this page, constitute the Bylaws of this
Corporation as duly adopted by the Sole Shareholder in resolutions as of
November 25, 2002.

         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of the Corporation this 25th day of November, 2002.

                                                      /s/  Michael M. Sullivan
                                                     ---------------------------
                                                     Michael Sullivan, Secretary

EX-3.2.6

                                                                   EXHIBIT 3.2.6

                                     BY-LAWS
                                       OF
                           SCI SYSTEMS (ALABAMA), INC.

                                    ARTICLE I

                                     OFFICES

         Section 1.        The principal office shall be in the City of
Huntsville, County of Madison, State of Alabama.

         Section 2.        The corporation may also have offices at such other
places both within and without the State of Alabama as the Board of Directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1.        All meetings of the shareholders for the election of
directors shall be held in Huntsville, State of Alabama, at such place as may be
fixed from time to time by the board of directors. Meetings of shareholders for
any other purpose may be held at such time and place, within or without the
State of Alabama, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

         Section 2.        Annual meetings of shareholders, commencing with the
year 1988, shall be held on the fourth Friday in October, or, if a legal
holiday, then on the next such day following that day, at 10:00 a.m. at which
they shall elect, by a plurality vote a Board of Directors, and transact such
other business as shall properly be brought before the meeting.

         Section 3.        Written notice of the annual meeting shall be given
to each shareholder entitled to vote thereat at least ten days before the date
of the meeting.

         Section 4.        The officer who has charge of the shares ledger of
the corporation shall prepare and make, at least ten days before every election
of directors, a complete list of the shareholders entitled to vote at said
election arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city,
town or village where the election shall be specified in the notice of the
meeting, or, if not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of election during
the whole time thereof, and subject to the inspection of any shareholder who may
be present.

         Section 5.        Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of



directors, or at the request in writing of holders of not less than one-tenth of
the entire capital shares of the corporation issued and outstanding and entitled
to vote. Such request shall state the purpose or purposes of the proposed
meeting.

         Section 6.        Written notice of a special meeting of shareholders,
stating the time, place and object thereof, shall be given to each shareholder
entitled to vote thereat, not less than ten nor more than fifty days before the
date fixed for the meeting.

         Section 7.        Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

         Section 8.        The holders of the majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

         Section 9.        When a quorum is present at any meeting, the vote of
the holders of a majority of the shares having voting power, present in person
or represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question.

         Section 10.       Each shareholder shall at every meeting of tile
shareholders be entitled to one vote in person or by proxy of each share of the
capital shares having power held by such shareholder, but no proxy shall be
voted on after eleven months from its date, unless the proxy provides for a
longer period, and, except where the transfer books of the corporation have been
closed or a date has been fixed as a record date for the determination of its
shareholders entitled to vote, no share of shares shall be voted on at any
election for directors which has been transferred on the books of the
corporation within twenty clays next preceding such election of directors.

         Section 11.       Whenever the vote of shareholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or of the articles of incorporation,
the meeting and vote of shareholders may be dispensed with, if all the
shareholders who would have been entitled to vote upon the action of such
meeting were held, shall consent in writing to such corporate action being
taken.

                                      -2-



                                   ARTICLE III

                                    DIRECTORS

         Section 1.        The number of directors which shall constitute the
whole board shall not be less than one nor more than eleven. The first board
shall consist of one director. Thereafter, within the limits above specified,
the number of directors shall be determined by resolution of the board of
directors or by the shareholders at the annual meeting. The directors shall be
elected at the annual meeting of the shareholders, except as provided in Section
2 of this Article, and each director elected shall hold office until his
successor is enacted and qualified. Directors need not be shareholders.

         Section 2.        Vacancies and newly created directorships resulting
from any increase in the authorized number of directors maybe filled by a
majority of the directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.

         Section 3.        The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.        The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Alabama.

         Section 5.        The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
shareholders to fix the time and place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6.        Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7.        Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram, special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.

         Section 8.        At all meetings of the board, a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be

                                      -3-



otherwise specifically provided by statute or by the articles of incorporation.
If a quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 9.        Unless otherwise restricted by the articles of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the board or
committee.

                             COMMITTEES OF DIRECTORS

         Section 10.       The board of directors may, by resolution passed by a
majority or the whole board, designate one or more committees, such committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.

         Section 11.       Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 12.       The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              CHAIRMAN OF THE BOARD

         Section 13.       The board of directors at its first meeting shall
choose a Chairman from among the Directors.

         Section 14.       The Chairman shall have such powers as the board of
directors may from time to time prescribe.

                                   ARTICLE IV

                                 INDEMNIFICATION

         Section 1.        Under the circumstances; prescribed in Sections 3 and
5, the corporation shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether formal or informal,

                                      -4-



and whether civil, criminal, administrative or investigative, including appeals,
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement actually and reasonably incurred
by the person in connection with such claim, action, suit or proceeding if the
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any claim, action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that (a) the person
did not act in good faith, (b) the person did not act in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, (c) with respect to any criminal action or proceeding, that
the person had reasonable cause to believe that his or her conduct was unlawful.

         Section 2.        Under the circumstances prescribed in Sections 3 and
5, the corporation shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action suit or proceeding by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such claim, action,
suit or proceeding if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, action, suit or proceeding issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his or her duty to the corporation, unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

         Section 3.        To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any claim. action, suit or proceeding referred to in Sections 1 and
2, or in defense of any issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith notwithstanding that he has not
been successful on any other issue or matter in any such claim, action, suit or
proceeding.

         Section 4.        The corporation shall indemnify and hold harmless any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses, including attorneys' fees) actually and reasonably incurred by
such person in connection with the appearance of such person as a witness in any
action, suit or proceeding, whether formal or

                                      -5-



informal and whether civil, criminal, administrative or investigative, including
appeals, as a result of such person having occupied such office or position, or
undertaken such service when such person is not a party to such action, suit or
proceeding.

         Section 5.        Except as provided in Section 3 and except as may be
ordered by a court, any indemnification under Sections 1 and 2 shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of conduct
set forth in Sections 1 and 2. Such a determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to, or who have been wholly successful on the merits or
otherwise with respect to, such claim, action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, if obtainable, a quorum of disinterested
directors so directs, by the firm of independent legal counsel then employed by
the corporation, in a written opinion, or (c) by the affirmative vote of a
majority of the shares entitled to vote thereon.

         Section 6.        Expenses (including attorney's fees) incurred in
defending a civil or criminal claim, action, suit or proceeding, as authorized
in the manner provided in Section 4 above, shall be paid by the corporation in
advance of the final disposition of such claim, action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation as authorized in this
Article IV.

         Section 7.        The indemnification and advancement of expenses
provided by or granted pursuant to this Article IV shall not he deemed exclusive
of any other rights, in respect of indemnification or otherwise, to which those
seeking indemnification or advancement of expenses may be entitled under any
statute, rule of law, provisions of articles of incorporation, by-law,
resolution, agreement or otherwise either specifically or in general terms, both
as to action by a director, officer, employee or agent in his or her official
capacity and as to action in another capacity while holding such office or
position, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         Section 8.        The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against such person and
incurred by him or her in any such capacity or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of this Article IV.

         Section 9.        For the purposes of this Article IV, the corporation
shall be deemed to have requested a director, officer, employee or agent of the
corporation to serve an employee benefit plan whenever the performance by such
person of his or her duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or to participants in or
beneficiaries of the plan; excise taxes assessed on such person with respect to
an employee benefit plan pursuant to applicable law shall be deemed "fines"; and
action taken or omitted by such person with respect to

                                      -6-



an employee benefit plan in the performance of his or her duties for a purpose
reasonably believed by him or her to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the beat interest-a of the corporation. Any indemnification under
this Article IV with regard to any employee benefit plan shall apply
notwithstanding any provisions of any employee benefit plan. The corporation
shall include any domestic or foreign predecessor entity of the corporation in a
merger or other transaction in which the predecessor's existence ceased upon
consummation of the transaction.

         Section 10.       If for any reason, any provision of this Article IV
is held invalid, in whole or in part, such invalidity shall not effect any other
provision or part of this Article IV not held so invalid, and each such other
provision or part shall to the full extent consistent with law continue in full
force and effect.

                                   ARTICLE V

                                    OFFICERS

         Section 1.        The officers of the corporation shall be chosen by
the board of directors and shall be a president, a vice president, a secretary
and a treasurer. The board of directors may also choose additional
vice-presidents, and one or more assistant secretaries and assistant treasurers.
Two or more offices may be held by the same person, except that where the
offices of president and secretary are held by the same person, such person
shall not hold any other office.

         Section 2.        The board of directors at its first meeting after
each annual meeting of shareholders shall choose a president from among the
directors, and shall choose one or more vice-presidents, a secretary and a
treasurer, none of whom need to be a member of the board.

         Section 3.        The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

         Section 4.        The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

         Section 5.        The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 6.        The President shall be the chief executive officer of
the corporation, shall preside at all meetings of the shareholders and, when
prescribed by the board, at meetings of the board of directors, shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.

                                      -7-



         Section 7.        He shall execute bonds, mortgages and other contracts
requiring a seal under the seal of the corporation except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 8.        The vice-president, or if there shall be more than
one, the vice-presidents in order determined by the board of directors, shall,
in the absence or disability of the president, perform the duties and exercise
the powers of the president and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARTES

         Section 9.        The secretary shall attend all meetings of the board
of directors and all meetings of the shareholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by the secretary's signature or by the signature of an assistant
secretary.

         Section 10.       The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11.       The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12.       He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13.       If required by the board of directors, he shall give
the corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the restoration
of the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

                                      -8-



         Section 14.       The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other Dowers as the board of directors may from time to
time prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF SHARES

         Section 1.        Every holder of shares in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the president or a vice-president and the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation.

         Section 2.        Where a certificate is signed (1) by a transfer agent
or an assistant transfer agent or (2) by a transfer clerk acting on behalf of
the corporation and a registrar, the signature of any such president,
vice-president, treasurer, assistant treasurer, secretary or assistant secretary
may be facsimile. In case any officer or officers who-have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered-by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.

                                LOST CERTIFICATES

         Section 3.        The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of shares to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be against the corporation with respect to the certificate alleged to
have been lost or destroyed.

                               TRANSFERS OF STOCK

         Section 4.        Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                                      -9-



                           CLOSING THE TRANSFER BOOKS

         Section 5.        The board of directors may close the shares transfer
books of the corporation for a period not exceeding fifty days preceding the
date of any meeting of shareholders or the date for payment 6f any dividend or
the date of the allotment of rights or the date when any change or conversion or
exchange of capital shares shall go into effect or for a period of not exceeding
fifty days in connection with obtaining the consent of shareholders for any
purpose. In lieu of closing the shares transfer books as aforesaid, the board of
directors may fix in advance a date not exceeding fifty days preceding the date
of any meeting of shareholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the d-ate when any change or conversion
or exchange of capital shares shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting, and
adjournment thereof, or entitled to receive payment of any such dividend, or to
any of such allotment of rights, or to exercise the rights in respect of any
such changes, conversion or exchange of capital shares, or to give such consent,
and in such case such shareholders and only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be notwithstanding any transfer
of any shares on the books of the corporation after such record date fixed as
aforesaid.

                             REGISTERED SHAREHOLDERS

         Section 6.        The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessment a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Alabama.

                                  ARTICLE VII

                          GENERAL PROVISIONS DIVIDENDS

         Section 1.        Dividends upon the capital shares of the corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
shares, subject to th6 provisions of the articles of incorporation.

         Section 2.        Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such-other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                      -10-



                                ANNUAL STATEMENT

         Section 3.        The board of directors shall present at each annual
meeting, and at any special meeting of the shareholders when called for by vote
of the shareholders, a full and clear statement of the business and condition of
the corporation.

                                     CHECKS

         Section 4.        All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5.        The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

         Section 6.        The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Alabama". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1.        The by-laws may be altered or repealed at any regular
meeting of the shareholders or of the board of directors or at any special
meeting of the shareholders or of the board of directors if notice of such
alteration or repeal be contained in the notice of such special meeting. No
change of the time or place of the meeting for the election of directors shall
be made within sixty days next before the day on which such meeting is to be
held, and in case of any change of such time or place, notice thereof shall be
given to each shareholder in person or by letter mailed to his last known post
office address at least twenty days before the meeting is held.

                                      -11-

EX-3.2.7

                                                                   EXHIBIT 3.2.7

                               OPERATING AGREEMENT

                                       OF

                            SCI PLANT NO. 12, L.L.C.

         THIS OPERATING AGREEMENT (this "Agreement"), dated as of the 31st day
of March, 2000, is made by SCI Technology, Inc., an Alabama corporation
("SCITI"), as the sole member of the Company. For purposes of this Agreement,
the term "Member" shall refer only to SCITI.

                                   ARTICLE 1
                          THE LIMITED LIABILITY COMPANY

         1.1      Formation. The Member hereby forms a limited liability company
upon the terms and conditions provided in this Agreement, subject to the
provisions of the Colorado Limited Liability Company Act (the "Act").

         1.2      Name. The name of the limited liability company shall be SCI
Plant No. 12, L.L.C. (the "Company").

         1.3      Articles of Organization. The Member caused articles of
organization that comply with the requirements of the Act to be properly filed
with the Colorado Secretary of State on the ____ day of March, 2000.

         1.4      Business. The business of the Company shall be to: (i) engage
in the business of segregating employment related costs and tracking costs of
production in order to more competitively bid on contracts, (ii) engage in such
other lawful activities as the Member deems desirable, and (iii) to do any and
all other things necessary, desirable or incidental to the foregoing purposes.
The Company may lease, sell, trade, auction or otherwise dispose of all or
substantially all of its assets and any such transaction shall be considered to
be within the scope of the Company's business.

         1.5      Principal Place of Business; Registered Office and Agent. The
Company's principal place of business shall be at 5525 Astrozon Blvd., Colorado
Springs, Colorado 80916 or such other place either within or without Colorado as
may be selected from time to time by the Member. The registered office of the
Company shall be at 1675 Broadway, Denver, Colorado 80202, or such other place
in Colorado as may be selected from time to time by the Member. The Company's
registered agent at such address shall be The Corporation Company.

                                   ARTICLE 2
                              CAPITAL CONTRIBUTIONS

         2.1      Initial Capital Contributions. Upon execution of this
Agreement, the Member agrees to make an initial capital contribution to the
Company as set forth on the attached Exhibit A to this Agreement. Upon the
addition of additional members, the members shall make capital contributions to
the Company in proportion to their membership interests. Capital contributions
shall be



determined by consent of all the members. Individual capital accounts shall be
maintained for the members.

         2.2      Additional Capital Contributions. If from time to time in the
reasonable judgment of the Member the Company requires additional capital for
the operations of the Company, the Member may, in its discretion, borrow the
funds from a third party, loan the funds to the Company or contribute the
additional capital required by the Company.

         2.3      Right to Enforce. No person shall have the right to enforce
any obligation of the Member to contribute capital to the Company, and
specifically no lender or other third party shall have such rights.

         2.4      Return of Capital Contributions. Capital contributions shall
be expended in furtherance of the business of the Company. All costs and
expenses of the Company shall be paid from its funds. No interest shall be paid
on capital contributions.

         2.5      Accounts. All funds of the Company shall be initially
deposited in a separate account or accounts maintained at one or more financial
institutions. Each member shall have signatory authority over the accounts
maintained at any financial institution.

                                    ARTICLE 3
                                  DISTRIBUTIONS

                  Upon vote of the members, the Company shall make distributions
out of its available cash funds or other assets to the members in proportion to
their respective membership interests in accordance with the Act. A member may
be required to accept a distribution from the Company in cash or in kind or
partly in cash and partly in kind.

                                   ARTICLE 4
                          ALLOCATION OF PROFIT AND LOSS

                  The profit or loss of the Company shall be determined on an
annual basis and for such other periods as may be required. All profit and loss
of the Company shall be allocated to the Member. For federal income tax
purposes, the Company shall be disregarded as an entity separate from the Member
and each item of income, gain, loss and deduction of the Company shall be
taxable to the Member as if the Company was taxable as a sole proprietorship.
The classification of the Company as a sole proprietorship for federal income
tax purposes shall have no effect on the liability of the Member under a
judgment, decree, or order of a court, or in any other manner, for a debt,
obligation, or liability of the Company.

                                   ARTICLE 5
                                   MANAGEMENT

                  The business and affairs of the Company shall be managed by
the members. Each member shall participate equally in the management and affairs
of the Company. No member shall be entitled to receive a salary or other
compensation from the Company in connection with the management of the Company.
All deeds, notes, mortgages, security agreements, leases, options, sale

                                      -2-



contracts, and other contracts and documents which are to be executed by the
Company shall be sufficient if signed on behalf of the Company by any one
member. Any third party dealing with the Company shall be fully protected in
relying upon the execution of any Company document by any one of the members and
the signature of such member thereon shall be conclusive evidence of the
authority of such member to sign on behalf of the Company with respect to any
third party relying thereon.

                                    ARTICLE 6
                                     MEMBERS

         6.1      Additional Members. The Member shall have the right to admit
additional members, Where there are two or more members, the members holding
over fifty percent (50%) of the membership interests may admit additional
members. At such time as additional members are admitted, the Company and the
Member shall cause this Agreement to be amended pursuant to Section 10.2 to
accommodate such additional members.

         6.2      Action by the Member. The affirmative consent (regardless of
whether written, oral, or by course of conduct) of the Member shall constitute
the assent of all of the members for purposes of any provision of the Agreement
or the Act. All decisions concerning the business affairs of the Company shall
be made by the Member. Any action required or permitted to be taken at a meeting
of members shall be taken by the Member by recording the action in the minutes
of the Company.

         6.3      Action Upon Admission of Additional Members. Action of the
Company to be adopted by the members shall require the vote or consent of the
members holding more than fifty percent (50%) of the membership interests. A
member upon reasonable advance notice to the other member may call a meeting of
the members for the purpose of considering and voting upon any proposed action
of the Company. Any notice given regarding a meeting at which action is
proposed, shall describe generally the matter to be considered. Such notice may
be oral or in writing.

         6.4      Disassociation/Assignment.

                  (a)      No member shall have the right to dissociate
voluntarily from the Company without the written consent of the other members.
If a member desires to withdraw from the Company, the other members shall have
the right to purchase the Company interest of the member desiring to withdraw at
a price and in accordance with procedures set forth in Section 6.4(b) below. If
the other members do not purchase such interest, then the Company shall be
dissolved and liquidated. No member shall have the right to assign all or any
portion of such member's interest in the Company without the written consent of
the other members. If the members consent to the assignment of another member's
interest in the Company, then such other member shall be free to assign such
interest as set forth in the written consent. An assignee of a member's interest
only entitles such person to the financial rights of the assignor member to the
extent assigned. An assignee of an interest in the Company may become a member
only if all of the members consent in writing. A member who assigns all such
interest in the Company does not cease to be a member until the assignee of such
interest is substituted as a member by unanimous written consent of the other
members.

                                      -3-



                  (b)      The buyout price of the member's interest in the
Company determined as follows:

                           (i)      The buyout price of a dissociated member's
interest is the amount that would have been distributable to the dissociating
member if, on the date of dissociation, the assets of the Company were sold at a
price equal to the greater of the liquidation value or the value based on a sale
of the entire business as a going concern without the dissociated member, and
the Company were would up as of that date. In either case, the sale price of the
Company assets shall be determined on the basis of the amount that would be paid
by a willing buyer to a willing seller, neither being under any compulsion to
buy or sell, and with knowledge of all relevant facts. Interest shall be paid
from the date of dissociation to the date of payment.

                           (ii)     Damages for wrongful dissociation and all
other amounts owing, whether or not presently due, from the dissociated member
to the Company, shall be offset against the buyout price. Interest shall be paid
from the date the amount owed becomes due to the date of payment.

                           (iii)    If no agreement for the purchase of a
dissociated member's interest is reached within 120 days after a written demand
for payment, the Company shall pay, or cause to be paid, in cash to the
dissociated member the amount the Company estimates to be the buyout price
determined under subsection (i), with accrued interest, reduced by any offsets
under subsection (ii), with accrued interest.

                           (iv)     If a deferred payment is authorized under
subsection (vi), the Company may tender a written offer to pay the amount it
estimates to be the buyout price and accrued interest, reduced by any offsets
under subsection (ii), stating the time of payment, the amount and type of
security for payment, and the other terms and conditions of the obligation.

                           (v)      The payment or tender required by subsection
(iii) or (iv) shall be accompanied by all of the following:

                                    (A)      A statement of Company assets and
liabilities as of the date of dissociation.

                                    (B)      The latest available Company
balance sheet and income statement, if any.

                                    (C)      An explanation of how the estimated
amount of the payment was calculated.

                                    (D)      Written notice that the payment is
in full satisfaction of the obligation to purchase unless, within 120 days after
date of mailing of the written notice, the dissociated member commences an
action to determine the buyout price, any offsets under subsection (ii), or
other terms of the purchase obligation.

                           (vi)     A member who wrongfully dissociates before
the expiration of a definite term or the completion of a particular undertaking
is not entitled to payment of any portion

                                      -4-



of the buyout price until the expiration of the term or completion of the
undertaking, unless the member established to the satisfaction of the court that
earlier payment will not cause undue hardship to the business of the Company. A
deferred payment shall be adequately secured and bear interest.

                           (vii)    A dissociated member may maintain an
action against the Company, to determine the buyout price of that member's
interest, any offsets under subsection (ii), or other terms of the purchase
obligation. The action shall be commenced within 120 days after mailing the
Company's tender of payment or an offer to pay or within one (1) year after
mailing a written demand for payment if no payment or offer to pay is tendered.
The court shall determine the buyout price of the dissociated member's interest,
any offset due under subsection (ii), and accrued interest, and enter judgment
for any additional payment or refund. If deferred payment is authorized under
subsection (vi), the court shall also determine the security for payment and
other terms of the obligation to purchase. The court may assess reasonable
attorney's fees and the fees and expenses of appraisers or other experts for a
party to the action, in amounts the court finds equitable, against any other
party, if the court finds that the other party acted arbitrarily, vexatiously,
or not in good faith, including the Company's failure to tender payment or an
offer to pay or to comply with the requirements of subsection (v).

                           (viii)   The interest rate for purposes of this
Section 6.4(b) shall be the applicable federal rate as determined from time to
time by the United States Treasury pursuant to U.S.C. Section 1274(d) or any
successor law.

                                    ARTICLE 7
                            ACCOUNTING AND REPORTING

                  The Company shall keep at its registered office the records
required by the Act and such records shall be subject to inspection and copying
at the reasonable request of a member. As soon as practicable, after the end of
each fiscal year, each member shall be furnished with a copy of the income
statement and balance sheet of the Company as of the last day of such fiscal
year. The obligation hereunder may be satisfied by furnishing each member a copy
of the income tax return of the Company. The fiscal year of the Company shall be
the calendar year.

                                   ARTICLE 8
                           DISSOLUTION AND TERMINATION

         8.1      Term. The Company shall have perpetual existence, except that
the Company shall be dissolved upon the occurrence of one of the following:

                  (a)      Unanimous written agreement of all of the members to
dissolve the Company.

                  (b)      When there is no remaining member, unless either of
the following:

                           (i)      The holders of all of the financial rights
in the limited liability company agree in writing, within ninety (90) days after
the cessation of membership of the last member, to continue the legal existence
and business of the limited liability company and to appoint one or more new
members; or

                                      -5-



                           (ii)     The legal existence and business of the
limited liability company is continued and one or more new members are appointed
by the holders of all of the financial rights in the limited liability company.

                  (c)      When the limited liability company is not the
successor limited liability company in the merger or consolidation with one or
more limited liability companies or other entities.

                  (d)      Entry of a decree of judicial dissolution under
Section 7-80-802 of the Act.

                  (e)      Occurrence of any other event of dissolution
specified in this Agreement.

         8.2      Liquidation. Upon dissolution of the Company, its affairs
shall be wound up and its assets distributed in accordance with the Act, except
that the distribution to each member shall be subject to the provisions of
Section 9.1(e) below.

                                   ARTICLE 9
                                 TAX PROVISIONS

         9.1      Tax Treatment. Notwithstanding anything to the contrary
contained herein, the following provisions are hereby adopted to govern certain
tax matters affecting the Company in the event the Company is treated as a
partnership under the Internal Revenue Code:

                  (a)      The members' capital accounts shall be established,
determined and maintained for each member and assignee in accordance with
Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg.").

                  (b)      "Net Profits" or "Net Losses" for any fiscal year or
other period shall be an amount equal to the sum of (a) the Company's taxable
income or loss for such year or period as computed for federal income tax
purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any
income of the Company for such year or period exempt from federal income
taxation and any gain on in-kind distributions to be taken into account under
Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of
the Company for such year or period not deductible in computing taxable income
and not properly chargeable to the capital accounts and any losses on in-kind
distributions to be taken into account under Treas. Reg. Section
1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or
deduction required to be stated separately pursuant to Code Section 703(a)(1)
shall be included in taxable income or loss. Net Profits and Net Losses of the
Company for any Fiscal Year or other period shall be allocated to the members in
accordance with their respective membership interests.

                  (c)      If there is a net decrease in Company minimum gain
for a Company taxable year, each member shall be allocated items of Company
income and gain for that year equal to that member's share of the net decrease
in Company minimum gain. This provision is intended to constitute a "minimum
gain chargeback requirement" and its shall be interpreted and administered in
accordance with Treas. Reg. Section 1.704-2(f).

                                      -6-



                  (d)      In accordance with Section 704(c) of the Code and the
Treasury Regulations thereunder, income, gain, loss, deduction with respect to
any property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the members so as to take account of the variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial fair market value. Any elections or other decisions
relating to Code Section 704(c) allocations shall be made by the members in any
manner that reasonably reflects the purpose and intention of this Agreement.
Code Section 704(c) allocations pursuant to this section are solely for purposes
of federal, state, and local taxes and shall not affect, or in any way be taken
into account in computing any member's capital account or share of Net Profits,
Net Losses, other items, or distributions pursuant to any provision of this
Agreement.

                  (e)      Upon liquidation of the Company (or any member's
interest in the Company), liquidating distributions shall in all cases be made
in accordance with the positive capital account balances of the members, as
determined after taking into account all capital account adjustments for the
Company taxable year during which such liquidation occurs, by the end of such
taxable year or, if later, within 90 days after the date of such liquidation,
except as permitted by Treas. Reg. Section 1.704- 1(b)(2)(ii)(b). In no event,
however, shall any member be required to restore a deficit in such member's
capital account. Instead of restoring a deficit balance in such member's capital
account, a member who unexpectedly receives an adjustment, allocation or
distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or
(6) will be allocated items of income and gain (consisting of a pro rata portion
of each item of Company income, including gross income and gain for such year)
in a manner sufficient to eliminate the deficit capital account balance as
quickly as possible. It is intended hereby that this constitute a of "qualified
income offset" as described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(3) and
the same shall be interpreted and administered in accordance with Treas. Reg.
Section 1.704-1(b)(2)(d).

         9.2      Tax Matters Member. The Member is hereby designated the tax
matters member. The tax matters member shall be responsible for filing on behalf
of the Company with the Internal Revenue Service the required annual income tax
return and filing with the appropriate state tax authorities the required state
income tax returns.

                                   ARTICLE 10
                               GENERAL PROVISIONS

         10.1     Entire Agreement. This Agreement embodies the entire
understanding of the Member concerning the Company.

         10.2     Amendment. This Agreement may only be amended with the written
consent of the Member.

         10.3     Notices. (a)      All notices required or permitted by this
Agreement shall be in writing and shall be hand delivered, sent by registered or
certified mail, postage prepaid, or by facsimile (and confirmed in writing
delivered or sent by one of the other methods described herein), and shall be
effective when delivered or, if mailed, on the date set forth on the receipt of
registered or certified mail, or on the fifth day after mailing, whichever is
earlier, or, if by facsimile, on the first business day after receipt of such
facsimile.

                                      -7-



                           (b)      In computing any period of time under this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall not be included. The last day of the period so
computed shall be included, unless it is a Saturday, Sunday or legal holiday, in
which event the period shall ran until the end of the next day which is not a
Saturday, Sunday or legal holiday.

         10.4     No Partition. No member shall have the right to maintain any
action for partition with respect to any of the assets of the Company.

         10.5     Applicable Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Colorado.

                  IN WITNESS WHEREOF the Member has executed this Agreement to
be effective as of the date first above written.

                  MEMBER:

                  SCI Technology, Inc.

                  By: /s/ Michael M. Sullivan
                      -----------------------------
                  Name: Michael M. Sullivan
                  Title: Secretary & Corporate Counsel

                                      -8-



                                    EXHIBIT A

                       (Attached to and forming a part of
                           the Operating Agreement of
                            SCI Plant No. 12, L.L.C.
                           dated as of March 31, 2000)

 Description of Property Being Contributed to the Initial Capital of the Company



      Member                     Description                   Value
      ------                     -----------                   -----
                                                         
SCI Technology, Inc.                Cash                       $1,000

EX-3.2.8

                                                                   EXHIBIT 3.2.8

                               OPERATING AGREEMENT

                                       OF

                            SCI PLANT NO. 22, L.L.C.

         THIS OPERATING AGREEMENT (this "Agreement"), dated as of the 31st day
of March, 2000, is made by SCI Technology, Inc., an Alabama corporation
("SCITI"), as the sole member of the Company. For purposes of this Agreement,
the term "Member" shall refer only to SCITI.

                                   ARTICLE 1
                          THE LIMITED LIABILITY COMPANY

         1.1      Formation. The Member hereby forms a limited liability
company upon the terms and conditions provided in this Agreement,
subject to the provisions of the Colorado Limited Liability Company Act
(the "Act").

         1.2      Name. The name of the limited liability company shall be SCI
Plant No. 22, L.L.C. (the "Company").

         1.3      Articles of Organization. The Member caused articles of
organization that comply with the requirements of the Act to be properly filed
with the Colorado Secretary of State on the ____ day of March, 2000.

         1.4      Business. The business of the Company shall be to: (i) engage
in the business of segregating employment related costs and tracking costs of
production in order to more competitively bid on contracts, (ii) engage in such
other lawful activities as the Member deems desirable, and (iii) to do any and
all other things necessary, desirable or incidental to the foregoing purposes.
The Company may lease, sell, trade, auction or otherwise dispose of all or
substantially all of its assets and any such transaction shall be considered to
be within the scope of the Company's business.

         1.5      Principal Place of Business; Registered Office and Agent. The
Company's principal place of business shall be at 702 Bandley Drive, Fountain,
Colorado 80817 or such other place either within or without Colorado as may be
selected from time to time by the Member. The registered office of the Company
shall be at 1675 Broadway, Denver, Colorado 80202, or such other place in
Colorado as may be selected from time to time by the Member. The Company's
registered agent at such address shall be The Corporation Company.

                                    ARTICLE 2
                              CAPITAL CONTRIBUTIONS

         2.1      Initial Capital Contributions. Upon execution of this
Agreement, the Member agrees to make an initial capital contribution to the
Company as set forth on the attached Exhibit A to this Agreement. Upon the
addition of additional members, the members shall make capital contributions to
the Company in proportion to their membership interests. Capital contributions
shall be



determined by consent of all the members. Individual capital accounts shall be
maintained for the members.

         2.2      Additional Capital Contributions. If from time to time in the
reasonable judgment of the Member the Company requires additional capital for
the operations of the Company, the Member may, in its discretion, borrow the
funds from a third party, loan the funds to the Company or contribute the
additional capital required by the Company.

         2.3      Right to Enforce. No person shall have the right to enforce
any obligation of the Member to contribute capital to the Company, and
specifically no lender or other third party shall have such rights.

         2.4      Return of Capital Contributions. Capital contributions shall
be expended in furtherance of the business of the Company. All costs and
expenses of the Company shall be paid from its funds. No interest shall be paid
on capital contributions.

         2.5      Accounts. All funds of the Company shall be initially
deposited in a separate account or accounts maintained at one or more financial
institutions. Each member shall have signatory authority over the accounts
maintained at any financial institution.

                                    ARTICLE 3
                                 DISTRIBUTIONS

                  Upon vote of the members, the Company shall make distributions
out of its available cash funds or other assets to the members in proportion to
their respective membership interests in accordance with the Act. A member may
be required to accept a distribution from the Company in cash or in kind or
partly in cash and partly in kind.

                                   ARTICLE 4
                          ALLOCATION OF PROFIT AND LOSS

                  The profit or loss of the Company shall be determined on an
annual basis and for such other periods as may be required. All profit and loss
of the Company shall be allocated to the Member. For federal income tax
purposes, the Company shall be disregarded as an entity separate from the Member
and each item of income, gain, loss and deduction of the Company shall be
taxable to the Member as if the Company was taxable as a sole proprietorship.
The classification of the Company as a sole proprietorship for federal income
tax purposes shall have no effect on the liability of the Member under a
judgment, decree, or order of a court, or in any other manner, for a debt,
obligation, or liability of the Company.

                                    ARTICLE 5
                                   MANAGEMENT

                  The business and affairs of the Company shall be managed by
the members. Each member shall participate equally in the management and affairs
of the Company. No member shall be entitled to receive a salary or other
compensation from the Company in connection with the management of the Company.
All deeds, notes, mortgages, security agreements, leases, options, sale

                                       -2-



contracts, and other contracts and documents which are to be executed by the
Company shall be sufficient if signed on behalf of the Company by any one
member. Any third party dealing with the Company shall be fully protected in
relying upon the execution of any Company document by any one of the members and
the signature of such member thereon shall be conclusive evidence of the
authority of such member to sign on behalf of the Company with respect to any
third party relying thereon.

                                    ARTICLE 6
                                     MEMBERS

         6.1      Additional Members. The Member shall have the right to admit
additional members, Where there are two or more members, the members holding
over fifty percent (50%) of the membership interests may admit additional
members. At such time as additional members are admitted, the Company and the
Member shall cause this Agreement to be amended pursuant to Section 10.2 to
accommodate such additional members.

         6.2      Action by the Member. The affirmative consent (regardless of
whether written, oral, or by course of conduct) of the Member shall constitute
the assent of all of the members for purposes of any provision of the Agreement
or the Act. All decisions concerning the business affairs of the Company shall
be made by the Member. Any action required or permitted to be taken at a meeting
of members shall be taken by the Member by recording the action in the minutes
of the Company.

         6.3      Action Upon Admission of Additional Members. Action of the
Company to be adopted by the members shall require the vote or consent of the
members holding more than fifty percent (50%) of the membership interests. A
member upon reasonable advance notice to the other member may call a meeting of
the members for the purpose of considering and voting upon any proposed action
of the Company. Any notice given regarding a meeting at which action is
proposed, shall describe generally the matter to be considered. Such notice may
be oral or in writing.

         6.4      Disassociation/Assignment.

                  (a)      No member shall have the right to dissociate
voluntarily from the Company without the written consent of the other members.
If a member desires to withdraw from the Company, the other members shall have
the right to purchase the Company interest of the member desiring to withdraw at
a price and in accordance with procedures set forth in Section 6.4(b) below. If
the other members do not purchase such interest, then the Company shall be
dissolved and liquidated. No member shall have the right to assign all or any
portion of such member's interest in the Company without the written consent of
the other members. If the members consent to the assignment of another member's
interest in the Company, then such other member shall be free to assign such
interest as set forth in the written consent. An assignee of a member's interest
only entitles such person to the financial rights of the assignor member to the
extent assigned. An assignee of an interest in the Company may become a member
only if all of the members consent in writing. A member who assigns all such
interest in the Company does not cease to be a member until the assignee of such
interest is substituted as a member by unanimous written consent of the other
members.

                                       -3-



                  (b)      The buyout price of the member's interest in the
Company determined as follows:

                           (i)      The buyout price of a dissociated member's
interest is the amount that would have been distributable to the dissociating
member if, on the date of dissociation, the assets of the Company were sold at a
price equal to the greater of the liquidation value or the value based on a sale
of the entire business as a going concern without the dissociated member, and
the Company were would up as of that date. In either case, the sale price of the
Company assets shall be determined on the basis of the amount that would be paid
by a willing buyer to a willing seller, neither being under any compulsion to
buy or sell, and with knowledge of all relevant facts. Interest shall be paid
from the date of dissociation to the date of payment.

                           (ii)     Damages for wrongful dissociation and all
other amounts owing, whether or not presently due, from the dissociated member
to the Company, shall be offset against the buyout price. Interest shall be paid
from the date the amount owed becomes due to the date of payment.

                           (iii)    If no agreement for the purchase of a\
dissociated member's interest is reached within 120 days after a written demand
for payment, the Company shall pay, or cause to be paid, in cash to the
dissociated member the amount the Company estimates to be the buyout price
determined under subsection (i), with accrued interest, reduced by any offsets
under subsection (ii), with accrued interest.

                           (iv)     If a deferred payment is authorized under
subsection (vi), the Company may tender a written offer to pay the amount it
estimates to be the buyout price and accrued interest, reduced by any offsets
under subsection (ii), stating the time of payment, the amount and type of
security for payment, and the other terms and conditions of the obligation.

                           (v)      The payment or tender required by subsection
(iii) or (iv) shall be accompanied by all of the following:

                                    (A)      A statement of Company assets and
liabilities as of the date of dissociation.

                                    (B)      The latest available Company
balance sheet and income statement, if any.

                                    (C)      An explanation of how the estimated
amount of the payment was calculated.

                                    (D)      Written notice that the payment is
in full satisfaction of the obligation to purchase unless, within 120 days after
date of mailing of the written notice, the dissociated member commences an
action to determine the buyout price, any offsets under subsection (ii), or
other terms of the purchase obligation.

                           (vi)     A member who wrongfully dissociates before

the expiration of a definite term or the completion of a particular undertaking
is not entitled to payment of any portion

                                       -4-



of the buyout price until the expiration of the term or completion of the
undertaking, unless the member established to the satisfaction of the court that
earlier payment will not cause undue hardship to the business of the Company. A
deferred payment shall be adequately secured and bear interest.

                           (vii)    A dissociated member may maintain an action
against the Company, to determine the buyout price of that member's interest,
any offsets under subsection (ii), or other terms of the purchase obligation.
The action shall be commenced within 120 days after mailing the Company's tender
of payment or an offer to pay or within one (1) year after mailing a written
demand for payment if no payment or offer to pay is tendered. The court shall
determine the buyout price of the dissociated member's interest, any offset due
under subsection (ii), and accrued interest, and enter judgment for any
additional payment or refund. If deferred payment is authorized under subsection
(vi), the court shall also determine the security for payment and other terms of
the obligation to purchase. The court may assess reasonable attorney's fees and
the fees and expenses of appraisers or other experts for a party to the action,
in amounts the court finds equitable, against any other party, if the court
finds that the other party acted arbitrarily, vexatiously, or not in good faith,
including the Company's failure to tender payment or an offer to pay or to
comply with the requirements of subsection (v).

                           (viii)   The interest rate for purposes of this
Section 6.4(b) shall be the applicable federal rate as determined from time to
time by the United States Treasury pursuant to U.S.C. Section 1274(d) or any
successor law.

                                   ARTICLE 7
                            ACCOUNTING AND REPORTING

                  The Company shall keep at its registered office the records
required by the Act and such records shall be subject to inspection and copying
at the reasonable request of a member. As soon as practicable, after the end of
each fiscal year, each member shall be furnished with a copy of the income
statement and balance sheet of the Company as of the last day of such fiscal
year. The obligation hereunder may be satisfied by furnishing each member a copy
of the income tax return of the Company. The fiscal year of the Company shall be
the calendar year.

                                   ARTICLE 8
                           DISSOLUTION AND TERMINATION

         8.1      Term. The Company shall have perpetual existence, except that
the Company shall be dissolved upon the occurrence of one of the following:

                  (a)      Unanimous written agreement of all of the members to
dissolve the Company.

                  (b)      When there is no remaining member, unless either of
the following:

                           (i)      The holders of all of the financial rights
in the limited liability company agree in writing, within ninety (90) days after
the cessation of membership of the last member, to continue the legal existence
and business of the limited liability company and to appoint one or more new
members; or

                                       -5-



                           (ii)     The legal existence and business of the
limited liability company is continued and one or more new members are appointed
by the holders of all of the financial rights in the limited liability company.

                  (c)      When the limited liability company is not the
successor limited liability company in the merger or consolidation with one or
more limited liability companies or other entities.

                  (d)      Entry of a decree of judicial dissolution under
Section 7-80-802 of the Act.

                  (e)      Occurrence of any other event of dissolution
specified in this Agreement.

         8.2      Liquidation. Upon dissolution of the Company, its affairs
shall be wound up and its assets distributed in accordance with the Act, except
that the distribution to each member shall be subject to the provisions of
Section 9.1(e) below.

                                    ARTICLE 9
                                 TAX PROVISIONS

         9.1      Tax Treatment. Notwithstanding anything to the contrary
contained herein, the following provisions are hereby adopted to govern certain
tax matters affecting the Company in the event the Company is treated as a
partnership under the Internal Revenue Code:

                  (a)      The members' capital accounts shall be established,
determined and maintained for each member and assignee in accordance with
Section 1.704-1(b)(2)(iv) of the Treasury Regulations ("Treas. Reg.").

                  (b)      "Net Profits" or "Net Losses" for any fiscal year or
other period shall be an amount equal to the sum of (a) the Company's taxable
income or loss for such year or period as computed for federal income tax
purposes and subject to Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and (b) any
income of the Company for such year or period exempt from federal income
taxation and any gain on in-kind distributions to be taken into account under
Treas. Reg. Section 1.704-1(b)(2)(iv)(e)(1), reduced by (c) any expenditures of
the Company for such year or period not deductible in computing taxable income
and not properly chargeable to the capital accounts and any losses on in-kind
distributions to be taken into account under Treas. Reg. Section
1.704-1(b)(2)(iv)(e)(1). Without limitation, all items of income, gain, loss or
deduction required to be stated separately pursuant to Code Section 703(a)(1)
shall be included in taxable income or loss. Net Profits and Net Losses of the
Company for any Fiscal Year or other period shall be allocated to the members in
accordance with their respective membership interests.

                  (c)      If there is a net decrease in Company minimum gain
for a Company taxable year, each member shall be allocated items of Company
income and gain for that year equal to that member's share of the net decrease
in Company minimum gain. This provision is intended to constitute a "minimum
gain chargeback requirement" and its shall be interpreted and administered in
accordance with Treas. Reg. Section 1.704-2(f).

                                       -6-



                  (d)      In accordance with Section 704(c) of the Code and the
Treasury Regulations thereunder, income, gain, loss, deduction with respect to
any property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the members so as to take account of the variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial fair market value. Any elections or other decisions
relating to Code Section 704(c) allocations shall be made by the members in any
manner that reasonably reflects the purpose and intention of this Agreement.
Code Section 704(c) allocations pursuant to this section are solely for purposes
of federal, state, and local taxes and shall not affect, or in any way be taken
into account in computing any member's capital account or share of Net Profits,
Net Losses, other items, or distributions pursuant to any provision of this
Agreement.

                  (e)      Upon liquidation of the Company (or any member's
interest in the Company), liquidating distributions shall in all cases be made
in accordance with the positive capital account balances of the members, as
determined after taking into account all capital account adjustments for the
Company taxable year during which such liquidation occurs, by the end of such
taxable year or, if later, within 90 days after the date of such liquidation,
except as permitted by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). In no event,
however, shall any member be required to restore a deficit in such member's
capital account. Instead of restoring a deficit balance in such member's capital
account, a member who unexpectedly receives an adjustment, allocation or
distribution described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or
(6) will be allocated items of income and gain (consisting of a pro rata portion
of each item of Company income, including gross income and gain for such year)
in a manner sufficient to eliminate the deficit capital account balance as
quickly as possible. It is intended hereby that this constitute a of "qualified
income offset" as described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(3) and
the same shall be interpreted and administered in accordance with Treas. Reg.
Section 1.704-1(b)(2)(d).

         9.2      Tax Matters Member. The Member is hereby designated the tax
matters member. The tax matters member shall be responsible for filing on behalf
of the Company with the Internal Revenue Service the required annual income tax
return and filing with the appropriate state tax authorities the required state
income tax returns.

                                   ARTICLE 10
                               GENERAL PROVISIONS

         10.1     Entire Agreement. This Agreement embodies the entire
understanding of the Member concerning the Company.

         10.2     Amendment. This Agreement may only be amended with the written
consent of the Member.

         10.3     Notices. (a) All notices required or permitted by this
Agreement shall be in writing and shall be hand delivered, sent by registered or
certified mail, postage prepaid, or by facsimile (and confirmed in writing
delivered or sent by one of the other methods described herein), and shall be
effective when delivered or, if mailed, on the date set forth on the receipt of
registered or certified mail, or on the fifth day after mailing, whichever is
earlier, or, if by facsimile, on the first business day after receipt of such
facsimile.

                                       -7-



                  (b)      In computing any period of time under this Agreement,
the day of the act, event or default from which the designated period of time
begins to run shall not be included. The last day of the period so computed
shall be included, unless it is a Saturday, Sunday or legal holiday, in which
event the period shall ran until the end of the next day which is not a
Saturday, Sunday or legal holiday.

         10.4     No Partition. No member shall have the right to maintain any
action for partition with respect to any of the assets of the Company.

         10.5     Applicable Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Colorado.

                  IN WITNESS WHEREOF the Member has executed this Agreement to
be effective as of the date first above written.

                  MEMBER:

                  SCI Technology, Inc.

                  By: /s/ Michael M. Sullivan
                      -----------------------------
                  Name: Michael M. Sullivan
                  Title: Secretary & Corporate Counsel

                                       -8-



                                    EXHIBIT A

                       (Attached to and forming a part of
                           the Operating Agreement of
                            SCI Plant No. 22, L.L.C.
                           dated as of March 31, 2000)

         Description of Property Being Contributed to the Initial Capital of the
Company



    Member                     Description           Value
    ------                     -----------           -----
                                               
SCI Technology, Inc.              Cash               $1,000

EX-3.2.9

                                                                   EXHIBIT 3.2.9

                       SANMINA-SCI SYSTEMS ENCLOSURES, LLC

                 AMENDED AND RESTATED LIMITED LIABILITY COMPANY
                               OPERATING AGREEMENT



                       SANMINA-SCI SYSTEMS ENCLOSURES, LLC

                 AMENDED AND RESTATED LIMITED LIABILITY COMPANY
                               OPERATING AGREEMENT

         THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
(the "Agreement") is entered into this __ day of December, 2002, by SCI
TECHNOLOGY, INC. (the "Member") as the sole Member of SANMINA-SCI SYSTEMS
ENCLOSURES, LLC, a Delaware limited liability company (the "Company") organized
pursuant to the Delaware Limited Liability Company Act (the "Act").

                              OPERATING AGREEMENT:

                                    ARTICLE 1
                                    FORMATION

         Section 1.1       Registered Agent and Office.

         The Company's registered agent for service of process and registered
office shall be The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801. The Company's Managers (as defined herein) may, from time to
time, pursuant to the relevant provisions of the Act, change the registered
agent or office.

         Section 1.2       Business Purpose.

         The business and purposes of the Company shall be to engage in any
lawful business permitted by the Act. Subject to the terms of this Agreement,
the Company shall have all powers of a limited liability company under the Act.

                                    ARTICLE 2
                                BOARD OF MANAGERS

         Section  2.1      Board of Managers.

         The management of the Company shall be vested in a Board of Managers
(the "Board"), subject to the Managers' authority to delegate powers and duties
to Officers of the Company; provided that no Manager, acting solely in his or
her capacity as a Manager, shall have the authority to act on behalf of or bind
the Company, unless expressly authorized to do so by the Board.

         Section  2.2      Number and Tenure of Managers.

         The number of Managers shall be fixed by the Member. Each Manager shall
hold office until such Manager's successor is appointed by the Member, or until
such Manager's earlier



resignation or removal by the Member. The current Managers comprising the Board
are Michael M. Sullivan and Steven H. Jackman.

         Section  2.3      Regular Meetings of the Board of Managers.

         Regular meetings of the Board may be held without notice at such time
and in such place, either within or without the State of Delaware, as shall from
time to time be determined by the Board.

         Section  2.4      Special Meetings.

                  (a)      Special meetings of the Board may be called by or at
                           the request of the Member, the President or at least
                           one-third of the number of Managers constituting the
                           whole board. The person or persons authorized to call
                           special meetings of the Board may fix any place,
                           either within or without the State of Delaware, as
                           the place for holding any special meeting of the
                           Board called by them.

                  (b)      Unless waived as provided herein, notice of any
                           special meeting of the Board shall be given at least
                           two (2) days previous thereto by written notice to
                           each Manager at his or her address. If mailed, such
                           notice shall be deemed to be delivered when deposited
                           in the United States Mail so addressed, with first
                           class postage thereon prepaid. If sent by any other
                           means (including facsimile, courier, or express mail,
                           etc.), such notice shall be deemed to be delivered
                           when actually delivered to the home or business
                           address of the Manager.

         Section  2.5      Quorum of Managers.

         A majority of the total number of Managers fixed pursuant to this
Agreement shall constitute a quorum for the transaction of business. If less
than a majority of the Managers are present at a meeting of the Board, a
majority of the Managers present may adjourn the meeting from time to time
without further notice.

         Section  2.6     Voting of Managers.

         The vote of the majority of the Managers present at a meeting at which
a quorum is present shall be the act of the Board.

         Section  2.7      Resignation and Removal of Managers.

                  (a)      Any Manager may resign at any time upon written
                           notice to the Company.

                  (b)      A Manager, or the entire Board of Managers, may be
                           removed at any time, with or without cause, by the
                           Member.

                                       -2-



         Section  2.8      Vacancies.

         Vacancies in the Board shall be filled by appointment by the Member or,
if the Member fails to fill any vacancy on the Board, by a majority of the
remaining Managers.

         Section  2.9      Participation by Video or Telephone Conference of
                           Managers.

         Members of the Board, or any committee designated by the Board, may
participate in a meeting of the Board, or committee thereof, by means of
conference telephone or similar communications equipment as long as all persons
participating in the meeting can speak with and hear each other. Participation
by a Manager pursuant to this Section 2.9 shall constitute presence in person at
such meeting.

         Section  2.10     Actions Requiring the Consent of the Member.

         Without the approval of the Member, the Board shall not have authority
to:

                  (a)      do any act in contravention of this Agreement;

                  (b)      do any act which would make it impossible to carry on
                           the ordinary business of the Company;

                  (c)      co-mingle Company funds with funds of a Manager;

                  (d)      confess a judgment against the Company;

                  (e)      merge or consolidate the Company with or into any
                           other entity or change or reorganize the Company into
                           any other legal form;

                  (f)      execute or deliver any general assignment for the
                           benefit of creditors of the Company or permit the
                           entry of an order of relief against the Company under
                           any state or federal bankruptcy laws; or

                  (g)      sell or transfer all, or substantially all, of the
                           assets of the Company.

         Section  2.11     Action Without Meeting.

         Any action required or permitted by law or by this Agreement to be
taken by the Board may be taken by written consent, without a meeting, if such
consent is executed by not less than a majority of the Board. Notice of such
action without a meeting by less than unanimous written consent shall be given
within ten (10) days of the taking of such action to those Managers of record on
the date when the written consent is first executed who did not participate in
taking the action.

         Section  2.12     Waiver of Notice.

                  (a)      A written waiver of any required notice, signed by
                           the person entitled to notice, whether before or
                           after the date stated therein, shall be deemed
                           equivalent to notice. Neither the business to be
                           transacted at, nor the purpose

                                       -3-



                           of, any regular or special meeting of the Managers
                           need be specified in any written waiver of notice.

                  (b)      Attendance of a person at a meeting shall constitute
                           a waiver of notice of such meeting.

                                    ARTICLE 3
                             AUTHORITY OF THE MEMBER

         Section  3.1      Authority of the Member.

         Except as otherwise provided in this Agreement, the Member shall not
participate in the management or control of the Company's business, transact any
business for the Company, or have the power to act for or bind the Company, said
powers being vested solely and exclusively in the Managers and the Officers of
the Company.

         Section  3.2      Rights of the Member. The Member shall have the
following rights:

                  (a)      the Member may give its consent to any of the items
                           specified in Section 2.10 above;

                  (b)      the Member may elect to dissolve the Company;

                  (c)      the Member may consent to any amendments to this
                           Agreement or the Certificate of Formation as provided
                           in Section 9.1 below; and

                  (d)      the Member may appoint and remove a Manager in
                           accordance with the applicable provisions of this
                           Agreement.

                                    ARTICLE 4
                                    OFFICERS

         Section  4.1      General Provisions.

         The Officers of the Company shall be those Officers as may be elected
by the Managers or appointed as provided in this Agreement from time to time
including, but not limited to, a Chief Executive Officer, a President, a
Treasurer, and a Secretary. Any two or more offices may be held by the same
person. The salary of each Officer, if any, shall be set by the Board; provided
that the salary, if any, of an Officer who is a Manager shall be set by the
Member.

         Section  4.2      Election and Appointment of Officers.

         The Board shall elect the Officers, and each Officer shall serve for
the term of office for which he is elected or appointed and until his successor
has been elected or appointed and has qualified, or his earlier resignation,
removal from office by the Board or death.

                                       -4-



         Section  4.3      Chief Executive Officer. The Chief Executive Officer
         shall have such duties and such powers as the Member may be from time
to time prescribe, and, in addition, in the absence or disability of the
President, and in priority to any vice president, the Chief Executive Officer
shall perform the duties and exercise the powers of the President.

         Section  4.4      President.

         The President shall be responsible for the general and active
management of the business of the Company, and shall have the authority to
conduct all ordinary business on behalf of the Company and may execute and
deliver on behalf of the Company any agreement conveyance, note or similar
document, provided that the approval of the Board or the Member is not required
by this Agreement.

         Section  4.5      Treasurer.

         The Treasurer shall be responsible for the financial books and records
of the Company, and for keeping accurate accounts thereof, and shall have such
other duties and powers as may from time to time be delegated to him by the
President or the Board.

         Section  4.6      Secretary.

         The Secretary shall keep minutes of all meetings of the Board of the
Company, have charge of the minute books, ownership records and seal of the
Company and perform such other duties and have such other powers as may from
time to time be delegated to him by the President or the Board.

         Section  4.7      Assistant Secretaries.

         Assistants to the Secretary may be appointed by the President or
elected by the Board and shall perform such duties and have such powers as
delegated to them by the President or the Board.

         Section  4.8      Vice Presidents.

         The Company may have one or more Vice Presidents, elected by the Board,
who shall perform such duties and have such powers as may be delegated by the
President or the Board.

         Section  4.9      Removal of Officer.

         At a meeting of the Board called expressly for such purpose, any
Officer may be removed as an Officer by the affirmative vote of a majority of
the Managers.

         Section  4.10     Actions Requiring the Consent of the Board.

         Without the approval of the Board, no Officer shall have authority to:

                  (a)      do any act in contravention of this Agreement;

                  (b)      do any act which would make it impossible to carry on
                           the ordinary business of the Company;

                                       -5-



                  (c)      pledge the credit of the Company for any purpose
                           except for Company purposes;

                  (d)      sell or transfer all, or substantially all, of the
                           assets of the Company;

                  (e)      cause the Company to guarantee any material debt
                           obligations of any person other than the Company;

                  (f)      make any distribution; or

                  (g)      assume or create any material indebtedness other than
                           in the ordinary course of business.

                                    ARTICLE 5
                            LIMITATIONS ON AUTHORITY;
                          INDEMNIFICATION AND LIABILITY

         Section  5.1      Limitation of Authority.

                  (a)      The Member, acting solely in its capacity as a
                           Member, is not an agent of the Company and does not
                           have any authority to act on behalf of the Company,
                           execute any instrument in connection with the
                           carrying on of the Company's business and affairs, or
                           otherwise bind the Company in any matter.

                  (b)      Each Manager, acting solely in his capacity as a
                           Manager, is not an agent of the Company and does not
                           have any authority to act on behalf of the Company,
                           execute any instrument in connection with the
                           carrying on of the Company's business and affairs, or
                           otherwise bind the Company in any matter.

         Section  5.2      Liability of the Member and Managers.

                  (a)      The Member shall have no duties or obligations to the
                           Company solely by reason of acting in its capacity as
                           a Member.

                  (b)      Each Manager shall act in a manner he or she believes
                           in good faith to be in the best interests of the
                           Company, and with the care an ordinarily prudent
                           person in a like position would exercise under
                           similar circumstances in carrying on the business and
                           affairs of the Company; provided that no Manager
                           shall have any personal liability to the Company or
                           the Member for any loss or damage sustained by the
                           Company or the Member for breach of a fiduciary or
                           other duty in connection with this Agreement as a
                           Manager, by reason of any act or omission occurring
                           subsequent to the date when this provision becomes
                           effective, except that this provision shall not
                           eliminate or limit the liability of a Manager for (i)
                           intentional misconduct or a knowing violation of law,
                           or (ii) any transaction from which the Manager
                           derived an improper personal benefit in violation or
                           breach of this Agreement.

                                       -6-



         Section  5.3      Indemnification.

                  (a)      Under the circumstances prescribed in Sections 5.3(c)
                           and 53(e), the Company shall indemnify and hold
                           harmless any person who was or is a party or is
                           threatened to be made a party to any threatened,
                           pending or completed claim, action, suit or
                           proceeding, whether formal or informal, and whether
                           civil, criminal, administrative or investigative,
                           including appeals, (other than an action by or in the
                           right of the Company) by reason of the fact that the
                           person is or was a Member, Manager, officer, employee
                           or agent of the Company or is or was serving at the
                           request of the Company as a director, officer,
                           partner, trustee, employee or agent of another
                           foreign or domestic limited liability company,
                           corporation, partnership, joint venture, trust,
                           employee benefit plan or other enterprise, against
                           expenses (including attorneys' fees), judgments,
                           fines, penalties and amounts paid in settlement
                           actually and reasonably incurred by the person in
                           connection with such claim, action, suit or
                           proceeding if the person acted in good faith and in a
                           manner he or she reasonably believed to be in or not
                           opposed to the best interests of the Company, and
                           with respect to any criminal action or proceeding,
                           had no reasonable cause to believe his or her conduct
                           was unlawful. The termination of any claim, action,
                           suit or proceeding by judgment, order, settlement,
                           conviction, or upon a plea of nolo contendere or its
                           equivalent, shall not, of itself, create a
                           presumption that (i) the person did not act in good
                           faith, (ii) the person did not act in a manner which
                           he or she reasonably believed to be in or not opposed
                           to the best interests of the Company, and (iii) with
                           respect to any criminal action or proceeding, that
                           the person had reasonable cause to believe that his
                           or her conduct was unlawful.

                  (b)      Under the circumstances prescribed in Sections 5.3(c)
                           and 5.3(e), the Company shall indemnify and hold
                           harmless any person who was or is a party or is
                           threatened to be made a party to any threatened,
                           pending or completed claim, action, suit or
                           proceeding by or in the right of the Company to
                           procure a judgment in its favor by reason of the fact
                           that the person is or was a Member, Manager, officer,
                           employee or agent of the Company or is or was serving
                           at the request of the Company as a director, officer,
                           partner, trustee, employee or agent of another
                           foreign or domestic limited liability company,
                           corporation, partnership, joint venture, trust,
                           employee benefit plan or other enterprise against
                           expenses (including attorneys' fees) actually and
                           reasonably incurred by the person in connection with
                           the defense or settlement of such claim, action, suit
                           or proceeding if the person acted in good faith and
                           in a manner he or she reasonably believed to be in or
                           not opposed to the best interests of the Company;
                           except that no indemnification shall be made in
                           respect of any claim, issue or matter as to which
                           such person shall have been adjudged to be liable in
                           the performance of his or her duty to the Company,
                           unless and only to the extent that the Court of
                           Chancery or the court in which such action or suit
                           was brought shall determine upon application that,
                           despite the adjudication of liability but in view of
                           all the circumstances of the case,

                                       -7-



                           such person is fairly and reasonably entitled to
                           indemnity for such expenses which the Court of
                           Chancery or such other court shall deem proper.

                  (c)      To the extent that a Member, Manager, officer,
                           employee or agent of the Company has been successful
                           on the merits or otherwise in defense of any claim,
                           action, suit or proceeding referred to in Sections
                           5.3(a) and 5.3(b), or in defense of any claim, issue
                           or matter therein, such person shall be indemnified
                           against expenses (including attorneys' fees) actually
                           and reasonably incurred by him or her in connection
                           therewith, notwithstanding that he has not been
                           successful on any other issue or matter in any such
                           claim, action, suit or proceeding.

                  (d)      The Company shall indemnify and hold harmless any
                           person who is or was a Member, Manager, officer,
                           employee or agent of the Company, or is or was
                           serving at the request of the Company as a director,
                           officer, partner, trustee, employee or agent of
                           another foreign or domestic limited liability
                           company, corporation, partnership, joint venture,
                           trustee, employee benefit plan or other enterprise,
                           against expenses (including, attorneys' fees)
                           actually and reasonably incurred by such person in
                           connection with the appearance of such person as a
                           witness in any claim, action, suit or proceeding,
                           whether formal or informal and whether civil,
                           criminal, administrative or investigative, including
                           appeals, as a result of such person having occupied
                           such office or position, or undertaken such service
                           when such person is not a party to such action, suit
                           or proceeding.

                  (e)      Except as provided in Section 5.3(c) and except as
                           may be ordered by a court, any indemnification under
                           Sections 5.3(a) and 5.3(b) shall be made by the
                           Company only as authorized in the specific case upon
                           a determination that indemnification of the Member,
                           Manager, officer, employee or agent is proper in the
                           circumstances because such person has met the
                           applicable standard of conduct set forth in Sections
                           5.3(a) and 5.3(b). Such a determination shall be made
                           (i) by the Board by a majority vote of a quorum
                           consisting of Managers who were not parties to, or
                           who have been wholly successful on the merits or
                           otherwise with respect to, such claim, action, suit
                           or proceeding, or (ii) if such a quorum is not
                           obtainable, or, if obtainable, a quorum of
                           disinterested Managers so directs, by the firm of
                           independent legal counsel then employed by the
                           Company, in a written opinion, or (iii) other than
                           with respect to indemnification with respect to the
                           Member, by the affirmative vote of the Member.

                  (f)      Expenses (including attorneys' fees) incurred in
                           defending a civil or criminal claim, action, suit or
                           proceeding shall be paid by the Company in advance of
                           the final disposition of such claim, action, suit or
                           proceeding upon receipt of an undertaking by or on
                           behalf of the Member, Manager, officer, employee or
                           agent to repay such amount if it shall ultimately be
                           determined that he or she is not entitled to be
                           indemnified by the Company as authorized in this
                           Section.

                                       -8-



                  (g)      The indemnification and advancement of expenses
                           provided by or granted pursuant to this Section shall
                           be a contract right, shall not be deemed exclusive of
                           any other rights, in respect of indemnification or
                           otherwise, to which those seeking indemnification or
                           advancement of expenses may be entitled under any
                           statute, rule or law, provisions of any resolution,
                           agreement or otherwise specifically or in general
                           terms, both as to action by a Member, Manager,
                           officer, employee or agent in his or her official
                           capacity and as to action in another capacity while
                           holding such office or position, and shall continue
                           as to a person who has ceased to be a Member,
                           Manager, officer, employee or agent and shall inure
                           to the benefit of the heirs, executors and
                           administrators of such a person. The Company shall
                           not effect any sale of substantially all of its
                           assets, merge, consolidate or effect other
                           reorganizations unless the purchaser or surviving
                           entity agrees to assume all such obligations of the
                           Company.

                  (h)      The Company may purchase and maintain insurance on
                           behalf of any person who is or was a Member, Manager,
                           officer, employee or agent of the Company, or is or
                           was serving at the request of the Company as a
                           director, officer, partner, trustee, employee or
                           agent of another foreign or domestic corporation,
                           partnership, joint venture, trust, employee benefit
                           plan or other enterprise against any liability
                           asserted against such person and incurred by him or
                           her in any such capacity, or arising out of his or
                           her status as such, whether or not the Company would
                           have the power to indemnify such person against such
                           liability under the provisions of this Section.

                  (i)      For the purposes of this Section, the Company shall
                           be deemed to have requested a Manager, Member,
                           officer, employee or agent of the Company to serve an
                           employee benefit plan whenever the performance by
                           such person of his or her duties to the Company also
                           imposes duties on, or otherwise involves services by,
                           such person to the plan or to participants in or
                           beneficiaries of the plan; "fines" shall be deemed to
                           include excise taxes assessed on such person with
                           respect to an employee benefit plan pursuant to
                           applicable law; and action taken or omitted by such
                           person with respect to an employee benefit plan in
                           the performance of his or her duties for a purpose
                           reasonably believed by him or her to be in the
                           interest of the participants and beneficiaries of the
                           plan shall be deemed to be for a purpose which is not
                           opposed to the best interests of the Company. Any
                           indemnification under this Section with regard to any
                           employee benefit plan shall apply notwithstanding any
                           provisions of any employee benefit plan.

                  (j)      If for any reason, any provision of this Section is
                           held invalid, in whole or in part, such invalidity
                           shall not affect any other provision or part of this
                           Section not held so invalid, and each such other
                           provision or part shall to the full extent consistent
                           with law continue in full force and effect.

                                       -9-



                                    ARTICLE 6
                              CONFLICTS OF INTEREST

         Section  6.1      Conflicts of Interest.

         Any Manager or Officer that proposes to enter into a transaction,
directly or indirectly, with the Company must first receive the approval of the
Board. Any transaction described in this Section 6.1 that is not first approved
by the Board shall, at the discretion of the Board, be null and void.

                                    ARTICLE 7
                               INCOME TAX MATTERS

         Section  7.1      Federal, State and Local Income Taxes.

         It is the intention of the Member that the existence of the Company be
ignored for federal, state and local income tax purposes.

                                    ARTICLE 8
                                   DISSOLUTION

         Section  8.1      Dissolution.

         The Company shall be dissolved only upon the election of the Member.
Dissolution of the Company shall be effective on the date designated by the
Member.

                                    ARTICLE 9
                             AMENDMENTS AND CONSENTS

         Section  9.1      Amendments.

         This Agreement and the Certificate of Formation may be amended only
with the approval of the Member.

         Section  9.2      Method of Giving Consent.

         Any consent required by this Agreement must be in writing, and unless
otherwise expressly agreed by the Member or the Managers as the case may be,
must be given by the Member or Managers as the case may be, at or prior to the
doing of the act or thing for which the consent is solicited.

                                      -10-



                                   ARTICLE 10
                               GENERAL PROVISIONS

         Section  10.1     Headings.

         The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provision hereof.

         Section  10.2     Governing Law.

         This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of California.

         Section  10.3     Severability.

         In the event any provision of this Agreement is held to be illegal,
invalid or unenforceable to any extent, the legality, validity and
enforceability of the remainder of this Agreement shall not be affected thereby
and shall remain in full force and effect and shall be enforced to the greatest
extent permitted by law.

         Section  10.4     Waivers.

         No waiver of any breach or default hereunder shall be considered valid
unless in writing, and no such waiver shall be deemed a waiver of any subsequent
breach or default of the same or similar nature.

         Section  10.5     Agreement; Effect of Inconsistencies with Act.

         This Agreement shall govern the existence and organization of the
Company, and except to the extent a provision of this Agreement expressly
incorporates federal income tax rules by reference to sections of the Internal
Revenue Code of 1986, as amended, or regulations thereto or is expressly
prohibited or ineffective under the Act, this Agreement shall govern, even when
inconsistent with, or different than, the provisions of the Act or any other law
or rule. To the extent any provision of this Agreement is invalid or
unenforceable under the Act, the provisions of this Agreement shall be enforced
to the maximum extent permitted in order to make this Agreement effective under
the Act, and all other parts of this Agreement will remain in force.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

                                      -11-



         IN WITNESS WHEREOF, the Member has executed this Agreement effective as
of the date first written above.

                                     MEMBER:

                                     SCI TECHNOLOGY, INC.

                                     By:  /s/ Michael M. Sullivan
                                         ---------------------------------------
                                     Name:  Michael M. Sullivan
                                     Title: Secretary

EX-3.2.10

                                                                  EXHIBIT 3.2.10

                         AMENDED AND RESTATED BYLAWS OF

                          SCI ENCLOSURES (DENTON) INC.

                    (initially adopted on November 25, 2002)



                               TABLE OF CONTENTS



                                                                                                                       PAGE
                                                                                                                       ----
                                                                                                                    
1.       Offices......................................................................................................   1

         1.1      Registered Office...................................................................................   1
         1.2      Other Office........................................................................................   1

2.       Meetings of Shareholders.....................................................................................   1

         2.1      Place of Meetings...................................................................................   1
         2.2      Annual Meeting......................................................................................   1
         2.3      Special Meetings....................................................................................   1
         2.4      Notice and Waivers of Notice........................................................................   1
         2.5      Record Date.........................................................................................   2
         2.6      Voting List.........................................................................................   2
         2.7      Quorum of Shareholders..............................................................................   2
         2.8      Withdrawal of Quorum................................................................................   3
         2.9      Voting on Matters Other Than the Election of Directors..............................................   3
         2.10     Voting in the Election of Directors.................................................................   3
         2.11     Method of Voting....................................................................................   3
         2.12     Action Without Meetings.............................................................................   3

3.       Directors....................................................................................................   4

         3.1      Powers..............................................................................................   4
         3.2      Number; Qualifications..............................................................................   4
         3.3      Election............................................................................................   4
         3.4      Resignation.........................................................................................   4
         3.5      Removal of Directors................................................................................   4
         3.6      Vacancies...........................................................................................   5

4.       Meetings of the Board of Directors...........................................................................   5

         4.1      Place...............................................................................................   5
         4.2      Regular Meetings....................................................................................   5
         4.3      Special Meetings....................................................................................   5
         4.4      Notice and Waiver of Notice.........................................................................   5
         4.5      Quorum of Directors.................................................................................   5
         4.6      Action Without Meetings.............................................................................   6
         4.7      Committees..........................................................................................   6
         4.8      Compensation........................................................................................   7

5.       Officers.....................................................................................................   7

         5.1      Election, Number, Qualification, Term, Compensation.................................................   7
         5.2      Removal.............................................................................................   7
         5.3      Vacancies...........................................................................................   7
         5.4      Authority...........................................................................................   7
         5.5      Chairman of the Board...............................................................................   7


                                      -ii-



                               TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                                       PAGE
                                                                                                                       ----
                                                                                                                    
         5.6      Chief Executive Officer.............................................................................   7
         5.7      President...........................................................................................   8
         5.8      Vice-President......................................................................................   8
         5.9      Secretary...........................................................................................   8
         5.10     Assistant Secretary.................................................................................   8
         5.11     Chief Financial Officer.............................................................................   8
         5.12     Assistant Treasurer... .............................................................................   9

6.       Certificates Representing Shares.............................................................................   9

         6.1      Certificates........................................................................................   9
         6.2      Payment, Issuance...................................................................................   9
         6.3      Lost, Stolen or Destroyed Certificates..............................................................   9
         6.4      Registration of Transfer............................................................................   9
         6.5      Registered Owner...................................................................................   10

7.       Dividends...................................................................................................   10

         7.1      Declaration and Payment............................................................................   10
         7.2      Reserves...........................................................................................   10

8.       Protection of Officers, Directors and Employees.............................................................   10

         8.1      Indemnification....................................................................................   10
         8.2      Indemnification for Reasonable Expenses............................................................   11
         8.3      Expenses Advanced..................................................................................   11
         8.4      Insurance..........................................................................................   12
         8.5      Officers, Employees and Agents.....................................................................   12
         8.6      Other Protection and Indemnification...............................................................   12
         8.7      Notice of Indemnification of or Advance of Expenses................................................   12

9.       General Provisions..........................................................................................   12

         9.1      Fiscal Year........................................................................................   12
         9.2      Seal...............................................................................................   12
         9.3      Minutes............................................................................................   12
         9.4      Amendment..........................................................................................   13
         9.5      Notice.............................................................................................   13


                                      -iii-



                         AMENDED AND RESTATED BYLAWS OF

                          SCI ENCLOSURES (DENTON) INC.

                                   1. Offices

         1.1      Registered Office. The registered office of the corporation
shall be fixed in the corporation's articles of incorporation.

         1.2      Other Office. The corporation may also have offices at such
other places within or without the State of Texas as the Board of Directors may
from time to time determine or the business of the corporation may require.

                           2. Meetings of Shareholders

         2.1      Place of Meetings. Meetings of shareholders shall be held at
any place, within or outside the State of Texas, designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal office of the corporation.

         2.2      Annual Meeting. The annual meeting of shareholders for the
election of directors and such other business as may properly be brought before
the meeting shall be held at such place within or without the State of Texas and
at such date and time as shall be designated by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         2.3      Special Meetings. Special meetings of the shareholders may be
called (a) by the Board of Directors, the chairman of the board, the chief
executive officer or the president (in the absence of a chief executive officer)
or (b) by the holders of at least 10% of all the shares entitled to vote at the
proposed meeting. The record date for determining shareholders entitled to call
a special meeting shall be the date the first shareholder signs the call and
notice of that meeting. Only business within the purpose or purposes described
in the notice of a special meeting of shareholders may be conducted at such
meeting.

         2.4      Notice and Waivers of Notice.

         (a)      Written notice stating the place, date and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his address as it appears on the share
transfer records of the corporation.

         (b)      Notice may be waived in writing signed by the person or
persons entitled to such notice. Such waiver may be executed at any time before
or after the holding of such meeting. Attendance at a meeting shall constitute a
waiver of notice, except where the person attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called.

         (c)      Any notice required to be given to any shareholder, under any
provision of the Texas Business Corporation Act (the "TBCA") or the articles of
incorporation or Bylaws of the corporation, need not be given to a shareholder
if (1) notice of two consecutive annual meetings and all notices of meetings



held during the period between those annual meetings, if any, or (2) all (but in
no event less than two) payments (if sent by first class mail) of distributions
or interest on securities during a 12-month period have been mailed to that
person, addressed at his address as shown on the records of the corporation, and
have been returned undeliverable. Any action or meeting taken or held without
notice to such a person shall have the same force and effect as if the notice
had been duly given and, if the action taken by the corporation is reflected in
any articles or document filed with the Secretary of State, those articles or
that document may state that notice was duly given to all persons to whom notice
was required to be given. If such a person delivers to the corporation a written
notice setting forth his then current address, the requirement that notice be
given to that person shall be reinstated.

         2.5      Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, the Board
of Directors may in advance establish a record date which must be at least ten
(10) nor more than sixty (60) days prior to such meeting. If the Board of
Directors fail to establish a record date, the record date shall be the date on
which notice of the meeting is mailed.

         2.6      Voting List.

         (a)      The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least ten days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the registered office
of the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or vote at any meeting of
shareholders.

         (b)      Failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.

         (c)      An officer or agent having charge of the stock transfer books
who shall fail to prepare the list of shareholders or keep the same on file for
a period of ten days, or produce and keep it open for inspection as provided in
this section, shall be liable to any shareholder suffering damage on account of
such failure, to the extent of such damage. In the event that such officer or
agent does not receive notice of a meeting of shareholders sufficiently in
advance of the date of such meeting reasonably to enable him to comply with the
duties prescribed by these Bylaws, the corporation, but not such officer or
agent shall be liable to any shareholder suffering damage on account of such
failure, to the extent of such damage.

         2.7      Quorum of Shareholders. With respect to any matter, a quorum
shall be present at a meeting of shareholders if the holders of a majority of
the shares entitled to vote on that matter are represented at the meeting, in
person or by proxy, unless otherwise provided in the articles of incorporation
in accordance with the TBCA. Unless otherwise provided in the articles of
incorporation, the shareholders represented in person or by proxy at a meeting
of shareholders at which a quorum is not present may power to adjourn the
meeting until such time and to such place as may be determined by a vote of the
holders of a majority of the shares represented in person or by proxy at that
meeting.

                                       -2-



         2.8      Withdrawal of Quorum. Unless otherwise provided in the
articles of incorporation, once a quorum is present at a meeting of
shareholders, the shareholders represented in person or by proxy at the meeting
may conduct such business as may properly be brought before the meeting until it
is adjourned, and the subsequent withdrawal from the meeting of any shareholder
or the refusal of any shareholder represented in person or by proxy to vote
shall not affect the presence of a quorum at the meeting.

         2.9      Voting on Matters Other Than the Election of Directors. With
respect to any matter, other than the election of directors or a matter for
which the affirmative vote of the holders of a specified portion of the shares
entitled to vote is required by the TBCA, the affirmative vote of the holders of
a majority of the shares entitled to vote on that matter and represented in
person or by proxy at a meeting of shareholders at which a quorum is present
shall be the act of the shareholders, unless otherwise provided in the articles
of incorporation in accordance with the TBCA.

         2.10     Voting in the Election of Directors. Unless otherwise provided
in the articles of incorporation, directors shall be elected by a plurality of
the votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present.

         2.11     Method of Voting.

         (a)      Unless otherwise provided in the articles of incorporation or
the TBCA, each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders. Any
shareholder may vote either in person or by proxy executed in writing by the
shareholder. No proxy shall be valid after eleven (11) months from the date of
its execution, unless otherwise provided in the proxy.

         (b)      Every shareholder entitled to vote at such election shall have
the right (i) to vote the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has the right to
vote or (ii) unless cumulative voting is prohibited by the articles of
incorporation and subject to the TBCA, to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by the number
of his shares shall equal, or by distributing such votes on the same principle
among any number of such candidates. Cumulative voting shall not be allowed in
an election of directors unless a shareholder who intends to cumulate his votes
shall have given written notice of his intention to the secretary of the
corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes. All shareholders entitled to vote
cumulatively may cumulate their votes if any shareholder gives the written
notice provided for herein.

         2.12     Action Without Meetings.

         (a)      Any action required or which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all the shareholders entitled to
vote with respect to the subject matter thereof and such consent shall have the
same force and effect as a unanimous vote of the shareholders.

         (b)      To the extent so provided in the articles of incorporation,
any action required by law to be taken at any annual or special meeting of
shareholders, or any action that may be taken at any annual or special meeting
of shareholders, may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a

                                       -3-



meeting at which the holders of all shares entitled to vote on the action were
present or represented and voted.

         (c)      Every written consent shall bear the date of signature of each
shareholder who signs the consent. No written consent shall be effective to take
the action that is the subject of the consent unless, within 60 days after the
date of the earliest dated consent delivered to the corporation in the manner
required by law, a consent or consents signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
the action that is the subject of the consent delivered to the corporation by
delivery to its registered office, to its principal office or to an officer or
agent of the corporation having custody of the books in which proceedings of
meetings of shareholders are recorded. Delivery shall be by hand or certified or
registered mail, return receipt requested. Delivery to the corporation's
principal office shall be addressed to the President or the chief executive
officer of the corporation.

         (d)      A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
of a writing signed by a shareholder, shall be regarded as signed by the
shareholder for purposes of this section.

         (e)      Prompt notice of the taking of any action by shareholders
without a meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.

                                  3. Directors

         3.1      Powers. The powers of the corporation shall be exercised by or
under authority of, and the business and affairs of the corporation and all
corporate powers shall be managed under the direction of the Board of Directors.

         3.2      Number; Qualifications. The Board of Directors shall consist
of one or more members. The number of Directors is initially set at two (2), but
thereafter, the number thereof will be determined from time to time by
resolution of the Board of Directors. Directors need not be stockholders. No
reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.

         3.3      Election. The directors shall be elected at the annual meeting
of the shareholders, and each director elected shall hold office until the next
succeeding annual meeting or until his successor shall have been elected and
qualified.

         3.4      Resignation. Any director may resign at any time by giving
written notice to the president or secretary. Such resignation shall take effect
at the time specified in the notice, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         3.5      Removal of Directors.

         (a)      At any meeting of shareholders called expressly for the
purpose of removing a director, any director or the entire Board of Directors
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors. Wherever the
holders of any class or series of shares entitled to elect one or more directors
by the provisions of the articles of incorporation, only the holders of shares
of that class or series shall be entitled to vote for or against the removal of
any director elected by the holders of that class or series.

                                      -4-



         (b)      Unless cumulative voting is prohibited by the articles of
incorporation, if less than the entire Board of Directors is to be removed, no
one of the directors may be removed if the votes cast against his removal would
be sufficient to elect him if then cumulatively voted at an election of the
entire Board of Directors.

         3.6      Vacancies.

         (a)      Any vacancy in the Board of Directors may be filled in
accordance with paragraph (c) below or by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.

         (b)      A directorship to be filled by reason of an increase in the
number of directors may be filled in accordance with paragraph (c) below or may
be filled by the Board of Directors for a term of office continuing only until
the next election of one or more directors by the shareholders; provided that
the Board of Directors may not fill more than two such directorships during the
period between any two successive annual meetings of shareholders.

         (c)      Any vacancy occurring in the Board of Directors or any
directorship to be filled by reason of an increase in the number of directors
may be filled by election at an annual or special meeting of shareholders called
for that purpose.

                      4. Meetings of the Board of Directors

         4.1      Place. Meetings of the Board of Directors, regular or special,
may be held either within or without the State of Texas.

         4.2      Regular Meetings. Regular meetings of the Board of Directors
may be held upon notice, or without notice unless notice is required under these
Bylaws and at such time and at such place as shall from time to time be
determined by the Board of Directors.

         4.3      Special Meetings. Special meetings of the Board of Directors
may be called by the chairman of the board, the chief executive officer or the
president and shall be called by the secretary on the written request of any two
directors. Notice of each special meeting of the Board of Directors shall be
given to each director at least twenty-four (24) hours before the meeting is
scheduled to convene.

         4.4      Notice and Waiver of Notice. Attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Except as may be otherwise provided by law or by the articles of incorporation
or by these Bylaws, neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

         4.5      Quorum of Directors. At all meetings of the Board of Directors
a majority of the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of directors, the directors present at such
meeting may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                                      -5-



         4.6      Action Without Meetings. Any action required or permitted to
be taken at a meeting of the Board of Directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the Board of Directors or committee, as the case
may be.

         4.7      Committees.

         (a)      The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its members one or more
committees, each of which shall be comprised of one or more of its members, and
may designate one or more of its members as alternate members of any committee,
who may, subject to any limitations imposed by the Board of Directors, replace
absent or disqualified members at any meeting of that committee. Any such
committee, to the extent provided in such resolution shall have and may exercise
all of the authority of the Board of Directors, subject to the limitations set
forth below and in the TBCA.

         (b)      No committee of the Board of Directors shall have the
authority of the Board of Directors in reference to:

                  1.       amending the articles of incorporation, except that a
         committee may, to the extent provided in the resolution designating
         that committee or in the articles of incorporation or the Bylaws,
         exercise the authority of the Board of Directors vested in it in
         accordance with article 2.13 of the TBCA;

                  2.       proposing a reduction of the stated capital of the
         corporation in the manner permitted by article 4.12 of the TBCA;

                  3.       approving a plan of merger or share exchange of the
         corporation;

                  4.       recommending to the shareholders the sale, lease, or
         exchange of all or substantially all of the property and assets of the
         corporation otherwise than in the usual and regular course of its
         business;

                  5.       recommending to the shareholders a voluntary
         dissolution of the corporation or a revocation thereof;

                  6.       amending, altering, or repealing the Bylaws of the
         corporation or adopting new bylaws of the corporation;

                  7.       filling vacancies in the Board of Directors;

                  8.       filling vacancies in or designating alternate members
         of any such committee;

                  9.       filling any directorship to be filled by reason of an
         increase in the number of directors;

                  10.      electing or removing officers of the corporation or
         members or alternate members of any such committee;

                  11.      fixing the compensation of any member or alternate
         members of such committee; or

                                      -6-



                  12.      altering or repealing any resolution of the Board of
         Directors that by its terms provides that it shall not be so amendable
         or repealable.

         (c)      Unless the resolution designating a particular committee, the

articles of incorporation, or the Bylaws expressly so provide, no committee of
the Board of Directors shall have the authority to authorize a distribution or
to authorize the issuance of shares of the corporation.

         (d)      The designation of a committee of the Board of Directors and
the delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

         4.8      Compensation. Directors shall receive such compensation for
their services as director as may be determined by resolution of the Board of
Directors. The receipt of such compensation shall not preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                                  5. Officers

         5.1      Election, Number, Qualification, Term, Compensation. The
officers of the corporation shall be elected by the Board of Directors and shall
consist of a president and a secretary. The Board of Directors may also elect a
chairman of the board, a chief executive officer, one or more vice-presidents, a
treasurer, one or more assistant secretaries and one or more assistant
treasurers and such other officers and assistant officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall have such
authority and exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors by resolution not
inconsistent with these Bylaws. Two or more offices may be held by the same
person.

         5.2      Removal. The officers of the corporation shall hold office
until their successors are elected or appointed and qualify, or until their
death or until their resignation or removal from office. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors, with or without cause. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
officer shall not of itself create contract rights.

         5.3      Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
Board of Directors.

         5.4      Authority. Officers and agents shall have such authority and
perform such duties in the management of the corporation as may be provided in
these Bylaws.

         5.5      Chairman of the Board. The chairman of the board, if such an
officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may from time
to time be assigned to him by the Board of Directors or as may be prescribed by
these Bylaws.

         5.6      Chief Executive Officer. Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the chairman of the board,
if there be such an officer, the chief executive officer shall, subject to the
control of the Board of Directors, have general supervision, direction, and
control of the business and affairs of the corporation and shall report directly
to the Board of Directors, with all other officers, officials, employees and
agents reporting directly or indirectly to him. The chief executive officer
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall preside at

                                      -7-



all meetings of the shareholders and, in the absence of a chairman of the board,
at all meetings of the Board of Directors. He shall have the general powers and
duties of management usually vested in the office of chief executive officer of
a corporation and shall have such other powers and duties as may be prescribed
by the Board of Directors or these Bylaws.

         5.7      President. In the absence or disability of the chief executive
officer, the president shall perform all the duties of the chief executive
officer and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the chief executive officer. The president shall have
such other powers and perform such other duties as from time to time may be
prescribed for him by the Board of Directors, these Bylaws, the chief executive
officer or the chairman of the board.

         5.8      Vice-President. In the absence or disability of the president,
the vice presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a vice president designated by the Board of
Directors, shall perform all the duties of the president and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors, these Bylaws, the chairman of the board, the chief executive
officer or, in the absence of a chief executive officer, the president.

         5.9      Secretary. The secretary shall keep or cause to be kept, at
the principal executive office of the corporation or such other place as the
Board of Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and shareholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board of
Directors, a share register, or a duplicate share register, showing the names of
all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required to be given by law or
by these Bylaws. He shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by these Bylaws.

         5.10     Assistant Secretary. The assistant secretary, or, if there is
more than one, the assistant secretaries in the order determined by the
shareholders or Board of Directors (or if there be no such determination, then
in the order of their election) shall, in the absence of the secretary or in the
event of his or her inability or refusal to act, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as may be prescribed by the Board of Directors or these Bylaws.

         5.11     Chief Financial Officer. The chief financial officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains,

                                      -8-



losses, capital retained earnings, and shares. The books of account shall at all
reasonable times be open to inspection by any director.

         The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the chief executive officer or, in the absence of a chief executive
officer, the president and directors, whenever they request it, an account of
all his transactions as chief financial officer and of the financial condition
of the corporation, and shall have other powers and perform such other duties as
may be prescribed by the Board of Directors or these Bylaws.

         The chief financial officer shall be the treasurer of the corporation.

         5.12     Assistant Treasurer. The assistant treasurer, or, if there is
more than one, the assistant treasurers, in the order determined by the
shareholders or Board of Directors (or if there be no such determination, then
in the order of their election), shall, in the absence of the chief financial
officer or in the event of his or her inability or refusal to act, perform the
duties and exercise the powers of the chief financial officer and shall perform
such other duties and have such other powers as may be prescribed by the Board
of Directors or these Bylaws.

                      6. Certificates Representing Shares

         6.1      Certificates. The shares of the corporation shall be
represented by certificates signed by the chief executive officer, the president
or a vice-president and the secretary or an assistant secretary of the
corporation, and may be sealed with the seal of the corporation or a facsimile
thereof. The signatures of the chief executive officer, the president or
vice-president and the secretary or assistant secretary upon a certificate may
be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation. The certificates shall be consecutively numbered and shall be
entered in the books of the corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, and the par value of such shares or a statement that such shares are
without par value.

         6.2      Payment, Issuance. Shares may be issued for such
consideration, not less than the par value thereof, as may be fixed from time to
time by the Board of Directors. The consideration for the payment of shares
shall consist of money paid, labor done or property actually received. Shares
may not be issued until the full amount of the consideration fixed therefor has
been paid.

         6.3      Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, prescribe such terms and conditions
as it deems expedient and may require such indemnities as it deems adequate to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

         6.4      Registration of Transfer. Shares of stock shall be
transferable only on the books of the corporation by the holder thereof in
person or by his duly authorized attorney. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied

                                      -9-



by proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.

         6.5      Registered Owner. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as of the
record date as the owner of shares to receive dividends or other distributions,
and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Texas. The person in whose name
the shares are or were registered in the stock transfer books of the corporation
as of the record date shall be deemed to be the owner of the shares registered
in his name at that time. Neither the corporation nor any of its officers,
directors, or agents shall be under any liability for making such a distribution
to a person in whose name shares were registered in the stock transfer books as
of the record date or to the heirs, successors, or assigns of the person, even
though the person, or his heirs, successors, or assigns, may not possess a
certificate for shares.

                                  7. Dividends

         7.1      Declaration and Payment. Subject to the TBCA and the articles
of incorporation, dividends may be declared by the Board of Directors, in its
discretion, at any regular or special meeting, pursuant to law and may be paid
in cash, in property or in the corporation's own shares.

         7.2      Reserves. Before payment of any dividend, the Board of
Directors, by resolution, may create a reserve or reserves out of the
corporation's surplus or designate or allocate any part or all of such surplus
in any manner for any proper purpose or purposes, and may increase, create, or
abolish any such reserve, designation, or allocation in the same manner.

               8. Protection of Officers, Directors and Employees

         8.1      Indemnification. The corporation shall indemnify any person
who was, is, or is threatened to be made a named defendant or respondent in a
proceeding (which term shall mean any threatened or pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding) because the person is or was a director of the corporation,
or who, while a director of the corporation, is or was serving at the request of
the corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise (such person being referred to in this
part 8 as an indemnified person) as follows:

         (a)      An indemnified person shall be indemnified against judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses (including, without limitation, court costs and attorneys
fees) actually incurred by the indemnified person in connection with the
proceeding; but if an indemnified person (i) is found liable to the corporation
or (ii) is found liable on the basis that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in his
official capacity (as such term is defined in Art. 2.02-1.A of the TBCA), the
indemnification (x) shall be limited to reasonable expenses actually incurred by
the director in connection with the proceeding and (y) shall not be made in
respect of any proceeding in which the indemnified person shall have been found
liable for willful or intentional misconduct in the performance of his duty to
the corporation.

                                      -10-



         (b)      An indemnified person shall be indemnified against obligations
resulting from the proceedings referred to in paragraph (a) above only if it is
determined in accordance with paragraph (c) below that he conducted himself in
good faith and reasonably believed, in the case of conduct in his official
capacity, that his conduct was in the corporation's best interest, and in all
other cases that his conduct was at least not opposed to the corporation's best
interests. In the case of any criminal proceeding, an additional determination
must be made that such indemnified person had no reasonable cause to believe his
conduct was unlawful.

         (c)      A determination of indemnification under paragraph (b) above
must be made:

                  (i)      by a majority vote of a quorum consisting of
         directors who at the time of the vote are not named defendants or
         respondents in the proceeding;

                  (ii)     if such a quorum cannot be obtained, by a majority
         vote of a committee of the Board of Directors, designated to act in the
         matter by a majority vote of all directors, consisting solely of two or
         more directors who at the time of the vote are not named defendants or
         respondents in the proceeding;

                  (iii)    by special legal counsel selected by the Board of
         Directors or a committee of the Board of Directors by vote as set forth
         in (i) or (ii) above, or, if such quorum cannot be obtained and such a
         committee cannot be established, by a majority vote of all directors,
         or

                  (iv)     by the shareholders in a vote that excludes the
         shares held by directors who are named defendants or respondents in the
         proceeding.

         (d)      Authorization of indemnification and determination as to
reasonableness of expenses must be made in the same manner as is the
determination that indemnification is permissible, as set forth in paragraph (c)
above, except that if the determination that indemnification is permissible is
made by special legal counsel, authorization of indemnification and
determination as to the reasonableness of expenses must be made in the manner
specified in clause (iii) of paragraph (c) above for the selection of special
counsel.

         (e)      The indemnification permitted under this section 8.1 shall be
mandatory and this paragraph (e) shall be deemed, in accordance with Article
2.02-1.G. of the TBCA, to constitute authorization of indemnification in the
manner required by this section 8.1 and by Article 2.02-1.G. of the TBCA.

         8.2      Indemnification for Reasonable Expenses. The corporation shall
indemnify an indemnified person against reasonable expenses (including, without
limitation, court costs and attorneys fees) incurred by him in connection with a
proceeding in which he is named defendant or respondent because he is or was an
indemnified person if he has been wholly successful, on the merits or otherwise,
in the defense of the proceeding.

         8.3      Expenses Advanced. The corporation may pay or reimburse in
advance of the final disposition of a proceeding any reasonable expenses
(including, without limitation, court costs and attorneys fees) incurred by an
indemnified person who was, is, or is threatened to be made a named defendant or
respondent in a proceeding, and without the necessity of making any of the
determinations specified in section 8.1(c) and 8.1(d) hereof, after the
corporation receives a written affirmation by the indemnified person of his good
faith belief that he has met the standard of conduct necessary for
indemnification as set forth herein and a written undertaking by or on behalf of
the indemnified person containing the unlimited

                                      -11-



general obligation of the indemnified person to repay the amount paid or
reimbursed if it is ultimately determined that he has not met those
requirements. Notwithstanding any other provision of this part 8, the
corporation may pay or reimburse expenses incurred by an indemnified person in
connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.

         8.4      Insurance. The corporation may purchase and maintain insurance
or another arrangement on behalf of any person who is or was a director or an
officer, employee, agent of the corporation or who is or was serving at the
request of the corporation as a director, officer, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify such person against that liability
under these Bylaws or the TBCA.

         8.5      Officers, Employees and Agents. An officer of the corporation
shall be indemnified to the same extent as a director, and is entitled to seek
indemnification under this part 8 to the same extent as a director. The
corporation may indemnify and advance expenses to an employee or agent of the
corporation, and persons who are not or were not officers, employees, or agents
of the corporation but who are or were serving at the request of the corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the same extent that it may indemnify and advance expenses to
directors under this part 8 or to such further extent as may be permitted or
required by law.

         8.6      Other Protection and Indemnification. The protection and
indemnification provided hereunder shall not be deemed exclusive of any other
rights to which such person may be entitled under any agreement, insurance
policy, vote of shareholders, law, or otherwise.

         8.7      Notice of Indemnification of or Advance of Expenses. Any
indemnification of or advance of expenses to a person in accordance with this
part 8 shall be reported in writing to the shareholders with or before the
notice or waiver of notice of the next shareholders' meeting or with or before
the next submission to shareholders of a consent to action without a meeting
pursuant to Article 9.10.A, of the TBCA, as amended, and, in any case, within
the 12-month period immediately following the date of the indemnification or
advance.

                             9. General Provisions

         9.1      Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

         9.2      Seal. The corporate seal shall be in such form as may be
prescribed by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

         9.3      Minutes. The corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
shareholders and Board of Directors, and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its

                                      -12-



shareholders, giving names and addresses of all shareholders and the number and
class of the shares held by each.

         9.4      Amendment. Unless otherwise provided by the articles of
incorporation or unless the shareholders in amending, adopting or repealing a
particular Bylaw provision expressly provide that the directors may not amend or
repeal such provision, these Bylaws may be altered, amended or repealed and new
bylaws may be adopted by the Board of Directors, at any meeting of the Board of
Directors at which a quorum is present. Unless otherwise provided in the
articles of incorporation or by a bylaw provision by the shareholders as to all
or some portion of these Bylaws, the shareholders may amend, repeal, or adopt
bylaws of the corporation at any meeting of the shareholders, provided that
notice of the meeting provided notice of the proposed bylaw provision, even
though the Bylaws may also be amended, repealed, or adopted by the Board of
Directors.

         9.5      Notice. Any notice to directors or shareholders shall be in
writing and shall be delivered personally or mailed to the directors or
shareholders at their respective addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the time when the
same shall be deposited in the United States mail, postage prepaid. Notice to
directors may also be given by telegram. Whenever any notice is required to be
given under the provisions of applicable statutes or of the articles of
incorporation or of these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                      -13-



                          SCI ENCLOSURES (DENTON) INC.

                           CERTIFICATE OF ADOPTION OF

                           AMENDED AND RESTATED BYLAWS

         The undersigned hereby certifies that he is the duly elected,
qualified, and acting Secretary of SCI Enclosures (Denton), Inc. and that the
foregoing Amended and Restated Bylaws, comprising thirteen (13) pages, were
adopted as the corporation's Bylaws on November 25, 2002 by the corporation's
Sole Shareholder.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 25th day of November, 2002.

                                       /s/  Michael M. Sullivan
                                      ------------------------------------------
                                      Michael Sullivan, Secretary

EX-3.2.11

                                                                  EXBIHIT 3.2.11

                                   SCIMEX, INC

                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

         Section 1.        The principal office shall be in the City of
Huntsville, County of Madison, State of Alabama.

         Section 2.        The corporation may also have offices at such other
places both within and without the State of Alabama as the Board of Directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1.        All meetings of the stockholders for the election of
directors shall be held in Huntsville, State of Alabama at such place as may be
fixed from time to time by the board of directors. Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of Alabama, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

         Section 2.        Annual meetings of stockholders, commencing with the
year 1987, shall be held on the fourth Friday in October, or, if a legal
holiday, then on the next such day following that



day, at 10:00 a.m. at which they shall elect, by a plurality vote a Board of
Directors, and transact such other business as shall properly be brought before
the meeting.

         Section 3.        Written notice of the annual meeting shall be given
to each stockholder entitled to vote thereat at least ten days before the date
of the meeting.

         Section 4.        The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the meeting either at a place within the city,
town or village where the election is to be held and which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held, and the list shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.

         Section 5.        Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of holders of not less than one-tenth of
the entire capital stock of the corporation issued and outstanding and entitled
to vote. Such request shall state the purpose or purposes of the proposed
meeting.

                                       -2-



         Section 6.        Written notice of special meeting of stockholders,
stating the time, place and object thereof, shall be given to each stockholder
entitled to vote thereat, not less than ten nor more than fifty days before the
date fixed for the meeting.

         Section 7.        Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

         Section 8.        The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented proxy, shall have power to
adjourn the meeting from time to time without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

         Section 9.        When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power, present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 10.       Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy of each share of the
capital stock having power held by such stockholder,

                                       -3-



but no proxy shall be voted on after eleven months from its date, unless the
proxy provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted on at any election for directors which has been transferred on the books
of the corporation within twenty days next preceding such election of directors.

         Section 11.       Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or of the certificate of incorporation,
the meeting and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held, shall consent in writing to such corporate action being
taken.

                                   ARTICLE III

                                    DIRECTORS

         Section 1.        The number of directors which shall constitute the
whole board shall not be less than three nor more than eleven. The first board
shall consist of three directors. Thereafter, within the limits above specified,
the number of directors shall be determined by resolution of the-board of
directors or by the stockholders at the annual meeting. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.

         Section 2.        Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less

                                       -4-



than a quorum, and the directors so chosen shall hold office until the next
annual election and until their successors are dully elected and shall qualify,
unless sooner displaced.

         Section 3.        The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these by-laws directed or required to be exercised or
done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.        The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Alabama.

         Section 5.        The first meeting of each newly elected board
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time and place of such first meeting of the newly
elected board of directors, or in the event such meeting is not to be held at
such time and place so fixed by the stockholders, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

         Section 6.        Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board.

                                       -5-



         Section 7.        Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram, special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of the directors.

         Section 8.        At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 9.        Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the board or
committee.

                             COMMITTEES OF DIRECTORS

         Section 10.       The board of directors may, by resolution passed by a
majority or the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may-exercise the powers of the board
of directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such

                                      -6-



committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

         Section 11.       Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 12.       The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              CHAIRMAN OF THE BOARD

         Section 13.       The board of directors at its first meeting shall
choose a Chairman from among the Directors.

         Section 14.       The Chairman shall have such powers as the board of
directors may from time to time prescribe.

                                 INDEMNIFICATION

         Section 15.       Each director or officer of this corporation, and
each person who at its request has served as an officer or director of another
corporation, partnership, joint venture, trust or other enterprise shall be
indemnified by this corporation against those expenses which are allowed by the

                                      -7-



laws of the State of Alabama and which are reasonably incurred in connection
with any action, suit or proceeding, pending or threatened in which such person
may be involved by reason of his being or having been a director or officer of
this corporation or of such other enterprises. Such indemnification shall be
made only in accordance with the laws of the State of Alabama and subject to the
conditions prescribed therein. The corporation may purchase and maintain
insurance on behalf of any such officers and directors against any liabilities
asserted against such persons whether or not the corporation would have the
power to indemnify such officers and directors against such liability under the
laws of the State of Alabama. If any expenses or other amounts are paid by way
of indemnification, other than by court order, action by shareholders or by an
insurance carrier, the corporation shall provide notice of such payment to the
shareholders in accordance with the provisions of the laws of the State of
Alabama.

         Section 16.       The indemnification provided herein shall not be
deemed exclusive of any other rights, in respect of indemnification or
otherwise, to which those seeking indemnification may be entitled.

                                    ARTICLE V

                                    OFFICERS

         Section 1.        The officers of the corporation shall be chosen by
the board of directors and shall be a president, a vice-president, a secretary
and a treasurer. The board of directors may also choose additional
vice-presidents, and one or more assistant secretaries and assistant treasurers.
Two or more offices may be held by the same person, except that where the
offices of president and secretary are held by the same person, such person
shall not hold any other office.

                                       -8-



         Section 2.        The board of directors at its first meeting after
each annual meeting of stockholders shall choose a president from among the
directors, and shall choose one or more vice-presidents, a secretary and a
treasurer, none of whom need be a member of the board.

         Section 3.        The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by' the board.

         Section 4.        The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

         Section 5.        The officers of the corporation shall hold office
until their successors are chose and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of thee board of directors. Any vacancy occurring in any office of
the corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 6.        The President shall be the chief executive officer of
the corporation, shall preside at all meetings of the stockholders and, when
prescribed by the board, at meetings of the board of directors, shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.

         Section 7.        He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation except where required or
permitted by law to be otherwise signed and

                                      -9-



executed and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
corporation.

                               THE VICE-PRESIDENTS

         Section 8.        The vice-president, or if there shall be more than
one, the vice-presidents in order determined by the board of directors, shall,
in the absence or disability of the president, perform the duties and exercise
the powers of the president and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9.        The secretary shall attend all meetings of the board
of directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to be
kept for committees when required. The secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or president, under whose supervision the secretary shall
be. The secretary shall keep in safe custody the seal of the corporation and,
when authorized by the board of directors, affix the seal __________ instrument
requiring it and, when so affixed, it shall be attested by the secretary's
signature or by the signature of an assistant secretary.

         Section 10.       The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                                      -10-



                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11.       The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12.       He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13.       If required by the board of directors, he shall give
the corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the restoration
of the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

         Section 14.       The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                                      -11-



                                   ARTICLE VI

                              CERTIFICATES OF STOCK

         Section 1.        Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the president or a vice president and the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation.

         Section 2.        Where a certificate is signed (1) by a transfer agent
or an assistant transfer agent or (2) by a transfer clerk acting on behalf of
the corporation and a registrar, the signature of any such president,
vice-president, treasurer, assistant treasurer, secretary or assistant secretary
may be facsimile. In case any officer or officers who-have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered-by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.

                                LOST CERTIFICATES

         Section 3.        The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the

                                      -12-



board of directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate to have been lost or destroyed.

                               TRANSFERS OF STOCK

         Section 4.        Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                           CLOSING THE TRANSFER BOOKS

         Section 5.        The board of directors may close the stock transfer
books of the corporation for a period not exceeding fifty days preceding the
date of any meeting of stockholders or the date for payment of any dividend or
the date for the allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect or for a period of not
exceeding fifty days in connection with obtaining the consent of stockholders
for any purpose. In lieu of closing the stock transfer books as aforesaid, the
board of directors may fix in advance a date not exceeding fifty days preceding
the date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting,

                                      -13-



and any adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights,. or to exercise the rights in
respect of any such changes, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholder as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be
notwithstanding any transfer of any stock on the books of the corporation after
such record date fixed aforesaid.

                             REGISTERED STOCKHOLDERS

         Section 6.        The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Alabama.

                                  ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1.        Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or

                                      -14-



special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the certificate of
incorporation.

         Section 2.        Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

         Section 3.        The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

                                     CHECKS

         Section 4.        All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5.        The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      -15-



                                      SEAL

         Section 6.        The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Alabama". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1.        The by-laws may be altered or repealed at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board of directors if notice of such
alteration or repeal be contained in the notice of such special meeting. No
change of the time or place of the meeting for the election of directors shall
be made within sixty days _______ before the day on which such meeting is to be
held, and in case of any change of such time or place, notice thereof shall be
given to each stockholder in person or by letter mailed to his last known post
office address at least twenty days before the meeting is held.

                                      -16-

EX-3.2.12

                                                                  EXHIBIT 3.2.12

                         AMENDED AND RESTATED BYLAWS OF

                             HADCO SANTA CLARA, INC.

                    (initially adopted on November 25, 2002)



                                TABLE OF CONTENTS



                                                                                                                         PAGE
                                                                                                                         ----
                                                                                                                      
ARTICLE I - CORPORATE OFFICES........................................................................................      1

         1.1      REGISTERED OFFICE..................................................................................      1
         1.2      OTHER OFFICES......................................................................................      1

ARTICLE II - MEETINGS OF STOCKHOLDERS................................................................................      1

         2.1      PLACE OF MEETINGS..................................................................................      1
         2.2      ANNUAL MEETING.....................................................................................      1
         2.3      SPECIAL MEETING....................................................................................      1
         2.4      NOTICE OF STOCKHOLDERS' MEETINGS...................................................................      2
         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.......................................................      2
         2.6      QUORUM.............................................................................................      2
         2.7      ADJOURNED MEETING; NOTICE..........................................................................      3
         2.8      CONDUCT OF BUSINESS................................................................................      3
         2.9      VOTING.............................................................................................      3
         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING............................................      3
         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS........................................      4
         2.12     PROXIES............................................................................................      4
         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE..............................................................      4

ARTICLE III - DIRECTORS..............................................................................................      5

         3.1      POWERS.............................................................................................      5
         3.2      NUMBER OF DIRECTORS................................................................................      5
         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS............................................      5
         3.4      RESIGNATION AND VACANCIES..........................................................................      5
         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE...........................................................      6
         3.6      REGULAR MEETINGS...................................................................................      6
         3.7      SPECIAL MEETINGS; NOTICE...........................................................................      6
         3.8      QUORUM.............................................................................................      7
         3.9      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING..................................................      7
         3.10     FEES AND COMPENSATION OF DIRECTORS.................................................................      7
         3.11     APPROVAL OF LOANS TO OFFICERS......................................................................      7
         3.12     REMOVAL OF DIRECTORS...............................................................................      8

ARTICLE IV - COMMITTEES..............................................................................................      8

         4.1      COMMITTEES OF DIRECTORS............................................................................      8
         4.2      COMMITTEE MINUTES..................................................................................      8
         4.3      MEETINGS AND ACTION OF COMMITTEES..................................................................      8

ARTICLE V - OFFICERS.................................................................................................      9

         5.1      OFFICERS...........................................................................................      9
         5.2      APPOINTMENT OF OFFICERS............................................................................      9
         5.3      SUBORDINATE OFFICERS...............................................................................      9
         5.4      REMOVAL AND RESIGNATION OF OFFICERS................................................................      9


                                       -i-



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                                         PAGE
                                                                                                                         ----
                                                                                                                      
         5.5      VACANCIES IN OFFICES...............................................................................     10
         5.6      CHAIRPERSON OF THE BOARD...........................................................................     10
         5.7      CHIEF EXECUTIVE OFFICER............................................................................     10
         5.8      PRESIDENT..........................................................................................     10
         5.9      VICE PRESIDENTS....................................................................................     10
         5.10     SECRETARY..........................................................................................     11
         5.11     CHIEF FINANCIAL OFFICER............................................................................     11
         5.12     ASSISTANT SECRETARY................................................................................     12
         5.13     ASSISTANT TREASURER................................................................................     12
         5.14     REPRESENTATION OF SHARES OF OTHER CORPORATIONS.....................................................     12
         5.15     AUTHORITY AND DUTIES OF OFFICERS...................................................................     12

ARTICLE VI - RECORDS AND REPORTS.....................................................................................     12

         6.1      MAINTENANCE AND INSPECTION OF RECORDS..............................................................     12
         6.2      INSPECTION BY DIRECTORS............................................................................     13

ARTICLE VII - GENERAL MATTERS........................................................................................     13

         7.1      CHECKS.............................................................................................     13
         7.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS...................................................     13
         7.3      STOCK CERTIFICATES; PARTLY PAID SHARES.............................................................     13
         7.4      SPECIAL DESIGNATION ON CERTIFICATES................................................................     14
         7.5      LOST CERTIFICATES..................................................................................     14
         7.6      CONSTRUCTION; DEFINITIONS..........................................................................     14
         7.7      DIVIDENDS..........................................................................................     14
         7.8      FISCAL YEAR........................................................................................     15
         7.9      SEAL...............................................................................................     15
         7.10     TRANSFER OF STOCK..................................................................................     15
         7.11     STOCK TRANSFER AGREEMENTS..........................................................................     15
         7.12     REGISTERED STOCKHOLDERS............................................................................     15
         7.13     WAIVER OF NOTICE...................................................................................     15

ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION.....................................................................     16

         8.1      NOTICE BY ELECTRONIC TRANSMISSION..................................................................     16
         8.2      DEFINITION OF ELECTRONIC TRANSMISSION..............................................................     16
         8.3      INAPPLICABILITY....................................................................................     17

ARTICLE IX - AMENDMENTS..............................................................................................     17

ARTICLE X - INDMENNIFICATION OF DIRECTORS AND OFFICERS...............................................................     17


                                      -ii-



                         AMENDED AND RESTATED BYLAWS OF
                             HADCO SANTA CLARA, INC.

                         ARTICLE I -- CORPORATE OFFICES

         1.1      REGISTERED OFFICE.

         The registered office of Hadco Santa Clara, Inc. shall be fixed in the
corporation's certificate of incorporation, as the same may be amended from time
to time.

         1.2      OTHER OFFICES.

         The corporation's Board of Directors (the "Board") may at any time
establish other offices at any place or places where the corporation is
qualified to do business.

                     ARTICLE II -- MEETINGS OF STOCKHOLDERS

         2.1      PLACE OF MEETINGS.

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the Board. The Board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law (the
"DGCL"). In the absence of any such designation or determination, stockholders'
meetings shall be held at the corporation's principal executive office.

         2.2      ANNUAL MEETING.

         The annual meeting of stockholders shall be held each year. The Board
shall designate the date and time of the annual meeting. In the absence of such
designation the annual meeting of stockholders shall be held on the second
Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding business day. At the annual meeting, directors shall be elected and
any other proper business may be transacted.

         2.3      SPECIAL MEETING.

         A special meeting of the stockholders may be called at any time by the
Board, chairperson of the Board, chief executive officer or president (in the
absence of a chief executive officer) or by one or more stockholders holding
shares in the aggregate entitled to cast not less than 10% of the votes at that
meeting.

         If any person(s) other than the Board calls a special meeting, the
request shall:

                  (i)      be in writing;



                  (ii)     specify the time of such meeting and the general
nature of the business proposed to be transacted; and

                  (iii)    be delivered personally or sent by registered mail or
by facsimile transmission to the chairperson of the Board, the chief executive
officer, the president (in the absence of a chief executive officer) or the
secretary of the corporation.

         The officer(s) receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote at such meeting, in accordance with
the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be
held at the time requested by the person or persons calling the meeting. No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders. Nothing contained in this paragraph of
this Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board may be held.

         2.4      NOTICE OF STOCKHOLDERS' MEETINGS.

         All notices of meetings of stockholders shall be sent or otherwise
given in accordance with either Section 2.5 or Section 8.1 of these bylaws not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notice shall specify the
place, if any, date and hour of the meeting, the means of remote communication,
if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

         Notice of any meeting of stockholders shall be given:

                  (i)      if mailed, when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the corporation's records; or

                  (ii)     if electronically transmitted as provided in Section
8.1 of these bylaws.

         An affidavit of the secretary or an assistant secretary of the
corporation or of the transfer agent or any other agent of the corporation that
the notice has been given by mail or by a form of electronic transmission, as
applicable, shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

         2.6      QUORUM.

         The holders of a majority of the stock issued and outstanding and
entitled to vote, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of the stockholders. If,
however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting, or (ii) the
stockholders entitled to vote at the meeting, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

                                       -2-



         2.7      ADJOURNED MEETING; NOTICE.

         When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time, place if any thereof, and the means of remote communications if any by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken. At the continuation of the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         2.8      CONDUCT OF BUSINESS.

         The chairperson of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of business.

         2.9      VOTING.

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to Section 217 (relating to voting rights of fiduciaries, pledgors and
joint owners of stock) and Section 218 (relating to voting trusts and other
voting agreements) of the DGCL.

         Except as may be otherwise provided in the certificate of incorporation
or these bylaws, each stockholder shall be entitled to one vote for each share
of capital stock held by such stockholder.

         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise provided in the certificate of incorporation, any
action required by the DGCL to be taken at any annual or special meeting of
stockholders of a corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the corporation as
provided in Section 228 of the DGCL. In the event that the action which is
consented to is such as would have required the filing of a certificate under
any provision of the DGCL, if such action had been voted on by stockholders at a
meeting thereof, the certificate filed under such provision shall state, in lieu
of any statement required by such provision concerning any vote of stockholders,
that written consent has been given in accordance with Section 228 of the DGCL.

                                       -3-



         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

         In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
and which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other such action.

         If the Board does not so fix a record date:

                  (i)      The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

                  (ii)     The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board is necessary, shall be the day on which the first
written consent is expressed.

                  (iii)    The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

         2.12     PROXIES.

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of Section
212 of the DGCL.

         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE.

         The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. The corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least 10
days prior to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
corporation's principal executive office. In the event that the corporation
determines to make the list available on an electronic network, the corporation
may take reasonable steps to ensure that such information is available only to
stockholders of the corporation. If the

                                       -4-



meeting is to be held at a place, then the list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting. Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

                            ARTICLE III -- DIRECTORS

         3.1      POWERS.

         Subject to the provisions of the DGCL and any limitations in the
certificate of incorporation or these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board.

         3.2      NUMBER OF DIRECTORS.

         The authorized number of Directors shall initially be se at two (2).
Thereafter the authorized number of directors shall be determined from time to
time by resolution of the Board, provided the Board shall consist of at least
one member. No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

         Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws. The certificate of incorporation
or these bylaws may prescribe other qualifications for directors. Each director,
including a director elected to fill a vacancy, shall hold office until such
director's successor is elected and qualified or until such director's earlier
death, resignation or removal.

         All elections of directors shall be by written ballot, unless otherwise
provided in the certificate of incorporation; if authorized by the Board, such
requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission, provided that any such electronic transmission must be
either set forth or be submitted with information from which it can be
determined that the electronic transmission authorized by the stockholder or
proxy holder.

         3.4      RESIGNATION AND VACANCIES.

         Any director may resign at any time upon notice given in writing or by
electronic transmission to the corporation. When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.

                                       -5-



         Unless otherwise provided in the certificate of incorporation or these
bylaws:

                  (i)      Vacancies and newly created directorships resulting
from any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

                  (ii)     Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

         If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the DGCL.

         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole Board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least 10% of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the DGCL as far
as applicable.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

         The Board may hold meetings, both regular and special, either within or
outside the State of Delaware.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the Board, or any committee designated by the Board,
may participate in a meeting of the Board, or any committee, by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

         3.6      REGULAR MEETINGS.

         Regular meetings of the Board may be held without notice at such time
and at such place as shall from time to time be determined by the Board.

         3.7      SPECIAL MEETINGS; NOTICE.

         Special meetings of the Board for any purpose or purposes may be called
at any time by the chairperson of the Board, the chief executive officer, the
president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be:

                  (i)      delivered personally by hand, by courier or by
telephone;

                                       -6-



                  (ii)     sent by United States first-class mail, postage
prepaid;

                  (iii)    sent by facsimile; or

                  (iv)     sent by electronic mail,

directed to each director at that director's address, telephone number,
facsimile number or electronic mail address, as the case may be, as shown on the
corporation's records.

         If the notice is (i) delivered personally by hand, by courier or by
telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be
delivered or sent at least 24 hours before the time of the holding of the
meeting. If the notice is sent by United States mail, it shall be deposited in
the United States mail at least four days before the time of the holding of the
meeting. Any oral notice may be communicated to the director. The notice need
not specify the place of the meeting (if the meeting is to be held at the
corporation's principal executive office) nor the purpose of the meeting.

         3.8      QUORUM.

         At all meetings of the Board, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business. The vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the certificate of incorporation or these bylaws. If a quorum is not
present at any meeting of the Board, then the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
Board, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

         3.10     FEES AND COMPENSATION OF DIRECTORS.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, the Board shall have the authority to fix the compensation of
directors.

         3.11     APPROVAL OF LOANS TO OFFICERS.

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the Board, such
loan, guaranty or assistance may

                                       -7-



reasonably be expected to benefit the corporation. The loan, guaranty or other
assistance may be with or without interest and may be unsecured, or secured in
such manner as the Board shall approve, including, without limitation, a pledge
of shares of stock of the corporation.

         3.12     REMOVAL OF DIRECTORS.

         Unless otherwise restricted by statute, the certificate of
incorporation or these bylaws, any director or the entire Board may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

                            ARTICLE IV -- COMMITTEES

         4.1      COMMITTEES OF DIRECTORS.

         The Board may designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board or in these bylaws, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers that may require it; but no such committee shall have the power or
authority to (i) approve or adopt, or recommend to the stockholders, any action
or matter expressly required by the DGCL to be submitted to stockholders for
approval, or (ii) adopt, amend or repeal any bylaw of the corporation,

         4.2      COMMITTEE MINUTES.

         Each committee shall keep regular minutes of its meetings and report
the same to the Board when required.

         4.3      MEETINGS AND ACTION OF COMMITTEES.

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of:

                  (i)      Section 3.5 (place of meetings and meetings by
telephone);

                  (ii)     Section 3.6 (regular meetings);

                  (iii)    Section 3.7 (special meetings and notice);

                  (iv)     Section 3.8 (quorum);

                                       -8-



                  (v)      Section 7.13 (waiver of notice); and

                  (vi)     Section 3.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board and its members. However:

                  (i)      the time of regular meetings of committees may be
determined either by resolution of the Board or by resolution of the committee;

                  (ii)     special meetings of committees may also be called by
resolution of the Board; and

                  (iii)    notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.

                              ARTICLE V -- OFFICERS

         5.1      OFFICERS.

         The officers of the corporation shall be a president and a secretary.
The corporation may also have, at the discretion of the Board, a chairperson of
the Board, a vice chairperson of the Board, a chief executive officer, a chief
financial officer or treasurer, one or more vice presidents, one or more
assistant vice presidents, one or more assistant treasurers, one or more
assistant secretaries, and any such other officers as may be appointed in
accordance with the provisions of these bylaws. Any number of offices may be
held by the same person.

         5.2      APPOINTMENT OF OFFICERS.

         The Board shall appoint the officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Sections 5.3
and 5.5 of these bylaws, subject to the rights, if any, of an officer under any
contract of employment.

         5.3      SUBORDINATE OFFICERS.

         The Board may appoint, or empower the chief executive officer or, in
the absence of a chief executive officer, the president, to appoint, such other
officers and agents as the business of the corporation may require. Each of such
officers and agents shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the Board may from
time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS.

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board at any regular or special meeting
of the Board or, except in the case of an officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by the Board.

                                       -9-



         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice. Unless otherwise
specified in the notice of resignation, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.

         5.5      VACANCIES IN OFFICES.

         Any vacancy occurring in any office of the corporation shall be filled
by the Board or as provided in Section 5.2.

         5.6      CHAIRPERSON OF THE BOARD.

         The chairperson of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board and exercise and perform such other
powers and duties as may from time to time be assigned to him by the Board or as
may be prescribed by these bylaws. If there is no chief executive officer or
president, then the chairperson of the Board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

         5.7      CHIEF EXECUTIVE OFFICER.

         Subject to such supervisory powers, if any, as the Board may give to
the chairperson of the Board, the chief executive officer, if any, shall,
subject to the control of the Board, have general supervision, direction, and
control of the business and affairs of the corporation and shall report directly
to the Board. All other officers, officials, employees and agents shall report
directly or indirectly to the chief executive officer. The chief executive
officer shall see that all orders and resolutions of the Board are carried into
effect. The chief executive officer shall serve as chairperson of and preside at
all meetings of the stockholders. In the absence of a chairperson of the Board,
the chief executive officer shall preside at all meetings of the Board.

         5.8      PRESIDENT.

         In the absence or disability of the chief executive officer, the
president shall perform all the duties of the chief executive officer. When
acting as the chief executive officer, the president shall have all the powers
of, and be subject to all the restrictions upon, the chief executive officer.
The president shall have such other powers and perform such other duties as from
time to time may be prescribed for him by the Board, these bylaws, the chief
executive officer or the chairperson of the Board.

         5.9      VICE PRESIDENTS.

         In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the Board or, if not ranked, a vice
president designated by the Board, shall perform all the duties of the
president. When acting as the president, the appropriate vice president shall
have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board, these bylaws, the chairperson of the Board, the chief executive officer
or, in the absence of a chief executive officer, the president.

                                      -10-



         5.10     SECRETARY.

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the Board may direct,
a book of minutes of all meetings and actions of directors, committees of
directors, and stockholders. The minutes shall show

                  (i)      the time and place of each meeting;

                  (ii)     whether regular or special (and, if special, how
authorized and the notice given);

                  (iii)    the names of those present at directors' meetings or
committee meetings;

                  (iv)     the number of shares present or represented at
stockholders' meetings;

                  (v)      and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board, a share
register, or a duplicate share register showing;

                  (i)      the names of all stockholders and their addresses;

                  (ii)     the number and classes of shares held by each;

                  (iii)    the number and date of certificates evidencing such
shares; and

                  (iv)     the number and date of cancellation of every
certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board required to be given by law or by these
bylaws. The secretary shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board or by these bylaws.

         5.11     CHIEF FINANCIAL OFFICER.

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as the Board may designate. The chief financial officer shall
disburse the funds of the corporation as may be ordered by the Board, shall
render to the chief executive officer or, in the absence of a chief executive
officer, the president and directors, whenever they request it, an account of
all his or her transactions as chief financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the Board or these bylaws.

         The chief financial officer shall be the treasurer of the corporation.

                                      -11-



         5.12     ASSISTANT SECRETARY.

         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or Board (or if there be
no such determination, then in the order of their election) shall, in the
absence of the secretary or in the event of the secretary's inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as may be prescribed by the
Board or these bylaws.

         5.13     ASSISTANT TREASURER.

         The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or Board (or if there be
no such determination, then in the order of their election), shall, in the
absence of the chief financial officer or in the event of the chief financial
officer's inability or refusal to act, perform the duties and exercise the
powers of the chief financial officer and shall perform such other duties and
have such other powers as may be prescribed by the Board or these bylaws.

         5.14     REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

         The chairperson of the Board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the Board or the president or a vice president, is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

         5.15     AUTHORITY AND DUTIES OF OFFICERS.

         In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the Board or the stockholders.

                        ARTICLE VI -- RECORDS AND REPORTS

         6.1      MAINTENANCE AND INSPECTION OF RECORDS.

         The corporation shall, either at its principal executive office or at
such place or places as designated by the Board, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal executive
office.

                                      -12-



         6.2      INSPECTION BY DIRECTORS.

         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his or her position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

                         ARTICLE VII -- GENERAL MATTERS

         7.1      CHECKS.

         From time to time, the Board shall determine by resolution which person
or persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the corporation, and only the persons so authorized shall sign or
endorse those instruments.

         7.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

         The Board, except as otherwise provided in these bylaws, may authorize
any officer or officers, or agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the corporation; such
authority may be general or confined to specific instances. Unless so authorized
or ratified by the Board or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

         7.3      STOCK CERTIFICATES; PARTLY PAID SHARES.

         The shares of the corporation shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the chairperson or vice-chairperson of the Board, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

         The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated

                                      -13-



partly paid shares, the total amount of the consideration to be paid therefor
and the amount paid thereon shall be stated. Upon the declaration of any
dividend on fully paid shares, the corporation shall declare a dividend upon
partly paid shares of the same class, but only upon the basis of the percentage
of the consideration actually paid thereon.

         7.4      SPECIAL DESIGNATION ON CERTIFICATES.

         If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the DGCL, in lieu of the
foregoing requirements there may be set forth on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences, and
the relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

         7.5      LOST CERTIFICATES.

         Except as provided in this Section 7.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

         7.6      CONSTRUCTION; DEFINITIONS.

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the DGCL shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

         7.7      DIVIDENDS.

         The Board, subject to any restrictions contained in either (i) the
DGCL, or (ii) the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock. Dividends may be paid in cash, in
property, or in shares of the corporation's capital stock.

         The Board may set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and may
abolish any such reserve. Such purposes shall include but not be limited to
equalizing dividends, repairing or maintaining any property of the corporation,
and meeting contingencies.

                                      -14-



         7.8      FISCAL YEAR.

         The fiscal year of the corporation shall be fixed by resolution of the
Board and may be changed by the Board.

         7.9      SEAL.

         The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the Board. The corporation may use the corporate seal by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

         7.10     TRANSFER OF STOCK.

         Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

         7.11     STOCK TRANSFER AGREEMENTS.

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the DGCL.

         7.12     REGISTERED STOCKHOLDERS.

         The corporation:

                  (i)      shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends and
to vote as such owner;

                  (ii)     shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares; and

                  (iii)    shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of another
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

         7.13     WAIVER OF NOTICE.

         Whenever notice is required to be given under any provision of the
DGCL, the certificate of incorporation or these bylaws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be

                                      -15-



specified in any written waiver of notice or any waiver by electronic
transmission unless so required by the certificate of incorporation or these
bylaws.

                ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION

         8.1      NOTICE BY ELECTRONIC TRANSMISSION.

         Without limiting the manner by which notice otherwise may be given
effectively to stockholders pursuant to the DGCL, the certificate of
incorporation or these bylaws, any notice to stockholders given by the
corporation under any provision of the DGCL, the certificate of incorporation or
these bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent
shall be revocable by the stockholder by written notice to the corporation. Any
such consent shall be deemed revoked if:

                  (i)      the corporation is unable to deliver by electronic
transmission two consecutive notices given by the corporation in accordance with
such consent; and

                  (ii)     such inability becomes known to the secretary or an
assistant secretary of the corporation or to the transfer agent, or other person
responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.

         Any notice given pursuant to the preceding paragraph shall be deemed
given:

                  (i)      if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice;

                  (ii)     if by electronic mail, when directed to an electronic
mail address at which the stockholder has consented to receive notice;

                  (iii)    if by a posting on an electronic network together
with separate notice to the stockholder of such specific posting, upon the later
of (A) such posting and (B) the giving of such separate notice; and

                  (iv)     if by any other form of electronic transmission, when
directed to the stockholder.

         An affidavit of the secretary or an assistant secretary or of the
transfer agent or other agent of the corporation that the notice has been given
by a form of electronic transmission shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

         8.2      DEFINITION OF ELECTRONIC TRANSMISSION.

         An "electronic transmission" means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.

                                      -16-



         8.3      INAPPLICABILITY.

         Notice by a form of electronic transmission shall not apply to Sections
164, 296, 311, 312 or 324 of the DGCL.

                            ARTICLE IX -- AMENDMENTS

         These bylaws may be adopted, amended or repealed by the stockholders
entitled to vote. However, the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors. The fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.

                                      -17-



                          ARTICLE X -- INDEMNIFICATION

         10.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall indemnify and hold harmless, to the fullest
extent permitted by General Corporation Law of Delaware as it presently exists
or may hereafter be amended, any director or officer of the corporation who was
or is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding") by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or non-profit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses reasonably incurred by such person in connection
with any such action, suit, or proceeding. The corporation shall be required to
indemnify a person in connection with a proceeding initiated by such person only
if the proceeding was authorized by the Board of Directors of the corporation.

         10.2     INDEMNIFICATION OF OTHERS

         The corporation shall have the power to indemnify and hold harmless, to
the extent permitted by applicable law as it presently exists or may hereafter
be amended, any employee or agent of the corporation who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding by reason of the fact that he or she, or a person for whom he or she
is the legal representative, is or was an employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or non-profit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person in connection with any such action, suit, or
proceeding.

         10.3     PREPAYMENT OF EXPENSES

         The corporation shall pay the expenses incurred by any officer or
director of the corporation, and may pay the expenses incurred by any employee
or agent of the corporation, in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
person in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the person to repay all amounts advanced if it
should be ultimately determined that the person is not entitled to be
indemnified under this Article 9 or otherwise.

         10.4     DETERMINATION; CLAIM

         If a claim for indemnification or payment of expenses under this
Article 9 is not paid in full within sixty days after a written claim therefor
has been received by the corporation the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

                                      -18-



         10.5     NON-EXCLUSIVITY OF RIGHTS

         The rights conferred on any person by this Article 9 shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, these bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.

         10.6     INSURANCE

         The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of the General Corporation Law of
Delaware.

         10.7     OTHER INDEMNIFICATION

         The corporation's obligation, if any, to indemnify any person who was
or is serving at its request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or non-profit
entity shall be reduced by any amount such person may collect as indemnification
from such other corporation, partnership, joint venture, trust, enterprise or
non-profit enterprise.

         10.8     AMENDMENT OR REPEAL

         Any repeal or modification of the foregoing provisions of this Article
9 shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification."

                                      -19-



                             HADCO SANTA CLARA, INC.

                           CERTIFICATE OF ADOPTION OF

                           AMENDED AND RESTATED BYLAWS

         The undersigned hereby certifies that he or she is the duly elected,
qualified, and acting Secretary of Hadco Santa Clara, Inc., a Delaware
corporation and that the foregoing amended and restated bylaws, comprising 18
pages, were adopted as the corporation's bylaws on November 25, 2002 by the
corporation's stockholders.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 25th day of November, 2002.

                                           /s/  Michael M. Sullivan
                                          -----------------------------
                                          Michael Sullivan, Secretary

EX-3.2.13

                                                                               .
                                                                               .
                                                                               .

                                                                  EXHIBIT 3.2.13

                       SANMINA ENCLOSURE SYSTEMS USA INC.

                         (A NORTH CAROLINA CORPORATION)

                                 INDEX OF BYLAWS



                                                                                                                         PAGE
                                                                                                                         ----
                                                                                                                      
ARTICLE I. OFFICES...................................................................................................      1

         Section 1.1.     Principal Office...........................................................................      1
         Section 1.2.     Registered Office..........................................................................      1
         Section 1.3.     Other Offices..............................................................................      1

ARTICLE II. MEETINGS OF SHAREHOLDERS.................................................................................      1

         Section 2.1.     Place of Meetings..........................................................................      1
         Section 2.2.     Annual Meetings............................................................................      1
         Section 2.3.     Substitute Annual Meeting..................................................................      1
         Section 2.4.     Special Meeting............................................................................      1
         Section 2.5.     Notice of Meetings.........................................................................      1
         Section 2.6.     Waiver of Notice...........................................................................      2
         Section 2.7.     Shareholders' List.........................................................................      2
         Section 2.8.     Voting Group...............................................................................      3
         Section 2.9.     Quorum.....................................................................................      3
         Section 2.10.    Proxies....................................................................................      3
         Section 2.11.    Voting of Shares...........................................................................      3
         Section 2.12.    Informal Action by Shareholders............................................................      4

ARTICLE III. BOARD OF DIRECTORS......................................................................................      4

         Section 3.1.     General Powers.............................................................................      4
         Section 3.2.     Number and Qualifications..................................................................      4
         Section 3.3.     Election of Directors......................................................................      4
         Section 3.4.     Term of Directors..........................................................................      4
         Section 3.5.     Removal....................................................................................      4
         Section 3.6.     Vacancies..................................................................................      4
         Section 3.7.     Chairman of Board..........................................................................      5
         Section 3.8.     Compensation...............................................................................      5

ARTICLE IV. MEETINGS OF DIRECTORS....................................................................................      5

         Section 4.1.     Regular Meetings...........................................................................      5
         Section 4.2.     Special Meetings...........................................................................      5
         Section 4.3.     Notice of Meetings.........................................................................      5
         Section 4.4.     Waiver of Notice...........................................................................      5
         Section 4.5.     Quorum.....................................................................................      5
         Section 4.6.     Manner of Acting...........................................................................      6
         Section 4.7.     Presumption of Assent......................................................................      6




                                 INDEX OF BYLAWS
                                   (Continued)



                                                                                                                         PAGE
                                                                                                                         ----
                                                                                                                      
         Section 4.8.     Action Without Meeting.....................................................................      6
         Section 4.9.     Committees of the Board....................................................................      6

ARTICLE V. OFFICERS..................................................................................................      6

         Section 5.1.     Officers of the Corporation................................................................      6
         Section 5.2.     Appointment and Term.......................................................................      7
         Section 5.3.     Compensation of Officers...................................................................      7
         Section 5.4.     Removal....................................................................................      7
         Section 5.5.     Resignation................................................................................      7
         Section 5.6.     Bonds......................................................................................      7
         Section 5.7.     President..................................................................................      7
         Section 5.8.     Vice Presidents............................................................................      7
         Section 5.9.     Secretary..................................................................................      8
         Section 5.10.    Assistant Secretaries......................................................................      8
         Section 5.11.    Treasurer..................................................................................      8
         Section 5.12.    Assistant Treasurers.......................................................................      8

ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS....................................................................      9

         Section 6.1.     Contracts..................................................................................      9
         Section 6.2.     Loans......................................................................................      9
         Section 6.3.     Checks and Drafts..........................................................................      9
         Section 6.4.     Deposits...................................................................................      9

ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER..............................................................      9

         Section 7.1.     Certificates for Shares....................................................................      9
         Section 7.2.     Share Transfer Records.....................................................................      9
         Section 7.3.     Lost Certificate...........................................................................     10
         Section 7.4.     Fixing Record Date.........................................................................     10
         Section 7.5.     Holder of Record...........................................................................     10
         Section 7.6.     Shares Held by Nominees....................................................................     10

ARTICLE VIII. INDEMNIFICATION........................................................................................     11

         Section 8.1.     Right to Indemnification...................................................................     11
         Section 8.2.     Payment of Indemnification.................................................................     11
         Section 8.3.     Binding and Nonexclusive...................................................................     12

ARTICLE IX. GENERAL PROVISIONS.......................................................................................     12

         Section 9.1.     Distributions..............................................................................     12
         Section 9.2.     Seal.......................................................................................     12
         Section 9.3.     Fiscal Year................................................................................     12
         Section 9.4.     Amendments.................................................................................     12
         Section 9.5.     Definitions................................................................................     12


                                      -ii-



                                     BYLAWS

                                       OF

                       SANMINA ENCLOSURE SYSTEMS USA INC.

                                   ARTICLE I.
                                     OFFICES

SECTION 1.1.      PRINCIPAL OFFICE. The principal office of the corporation
shall be located at such place as the Board of Directors may fix from time to
time.

SECTION 1.2.      REGISTERED OFFICE. The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.

SECTION 1.3.      OTHER OFFICES. The corporation may have offices at such other
places, either within or without the State of North Carolina, as the Board of
Directors may designate or as the affairs of the corporation may require from
time to time.

                                   ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

SECTION 2.1.      PLACE OF MEETINGS. All meetings of shareholders shall be held
at the principal office of. the corporation, or at such other place, either
within or without the State of North Carolina, as shall be designated in the
notice of the meeting or agreed upon by a majority of the shareholders entitled
to vote at the meeting.

SECTION 2.2.      ANNUAL MEETINGS. The annual meeting of shareholders shall be
held in March of each year on any day (except Saturday, Sunday or a legal
holiday) in that month as determined by the Board of Directors for the purpose
of electing directors of the corporation and for the transaction of such other
business as may be properly brought before the meeting.

SECTION 2.3.      SUBSTITUTE ANNUAL MEETING. If the annual meeting shall not be
held on the day designated by these bylaws, a substitute annual meeting may be
called in accordance with the provisions of Section 2.4. A meeting so called
shall be designated and treated for all purposes as the annual meeting.

SECTION 2.4.      SPECIAL MEETING. Special meetings of the shareholders may be
called at any time by the President, Secretary or Board of Directors, or by any
shareholder pursuant to the written request of the holders of not less than
one-tenth of all the votes entitled to be cast on any issue proposed to be
considered at the meeting.

SECTION 2.5.      NOTICE OF MEETINGS. Written notice stating the date, time and
place of the meeting shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of any shareholders' meeting, either by personal
delivery, or by telegraph, teletype, or other form of wire or

                                       -1-



wireless communication, or by facsimile transmission or by mail or private
carrier, by or at the direction of the Board of Directors, the President, the
Secretary, or other person calling the meeting, to each shareholder of record
entitled to vote at such meeting; provided that such notice must be given to all
shareholders with respect to any meeting at which a merger or share exchange is
to be considered and in such other instances as required by law. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the record of
shareholders of the corporation, with postage thereon prepaid.

         In the case of a special meeting, the notice of meeting shall include a
description of the purpose or purposes for which the meeting is called; but, in
the case of an annual or substitute annual meeting, the notice of meeting need
not include a description of the purpose or purposes for which the meeting is
called unless such a statement is required by the provisions of the North
Carolina Business Corporation Act.

         When a meeting is adjourned to a different date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before adjournment and if a new * record date is not
fixed for the adjourned meeting; but if a new record date is not fixed for the
adjourned meeting; but if a new record date is fixed for the adjourned meeting
(wl-dch must be done if the new date is more than 120 days after the date of the
original meeting), notice of the adjourned meeting must be given as provided in
this Section to persons who are shareholders as of the new record date.

SECTION 2.6.      WAIVER OF NOTICE. Any shareholder may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the shareholder and delivered to the corporation for inclusion in the minutes or
filing with the corporate records. A shareholder's attendance at a meeting in
person or by proxy (a) waives objection to lack of notice or defective notice of
the meeting, unless the shareholder or his proxy at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting; and (b)
waives objection to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice, unless the
shareholder or his proxy objects to considering the matter before it is voted
upon.

SECTION 2.7.      SHAREHOLDERS' LIST. Before each meeting of shareholders, the
Secretary of the corporation shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting. The list shall be arranged by
voting group (and witl-dn each voting group by class or series of shares) and
show the address of and number of shares held by each shareholder. The list
shall be kept on file at the principal office of the corporation, or at a place
identified in the meeting notice in the city where the meeting will be held, for
the period beginning two business days after notice of the meeting is given and
continuing through the meeting, and shall be available for inspection by any
shareholder, personally or by or with his representative, at any time during
regular business hours. The list shall also be available at the meeting and
shall be subject to inspection by any shareholder, personally or by or with his
representative, at any time during the meeting or any adjournment thereof.

                                       -2-



SECTION 2.8.      VOTING GROUP. All shares of one or more classes or series that
under the articles of incorporation or the North Carolina Business Corporation
Act are entitled to vote and be counted together collectively on a matter at a
meeting of shareholders constitute a voting group. All shares entitled by the
articles of incorporation or the North Carolina Business Corporation Act to vote
generally on a matter are for that purpose a single voting group. Classes or
series of shares shall not be entitled to vote separately by voting group unless
expressly authorized by the articles of incorporation or specifically required
by law.

SECTION 2.9.      QUORUM. Shares entitled to vote as a separate voting group may
take action on a matter at the meeting only if a quorum of that voting group
exists. A majority of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on that matter.

         Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

         In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by the vote of a
majority of the votes cast on the motion to adjourn; and, subject to the
provisions of Section 2.5 at any adjourned meeting any business may be
transacted that might have been transacted at the original meeting if a quorum
exists with respect to the matter proposed.

SECTION 2.10.     PROXIES. Shares may be voted either in person or by one or
more proxies authorized by a written appointment of proxy signed by the
shareholder or by the shareholder's duly authorized attorney in fact. An
appointment of a proxy is valid for eleven months from the date of its
execution, unless a different period is expressly provided in the appointment
form.

SECTION 2.11.     VOTING OF SHARES. Subject to the provisions of the articles of
incorporation, each outstanding share shall be entitled to one vote on each
matter voted on at a meeting of shareholders.

         Except in the election of directors as governed by the provisions of
Section 3.3, if a quorum exists, action on a matter by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless a greater vote is required by law or
the articles of incorporation or these bylaws.

         Absent special circumstances, shares of the corporation are not
entitled to vote if they are owned, directly or indirectly, by another
corporation in which the corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation; provided
that this provision does not limit the power of the corporation to vote its own
shares held by it in a fiduciary capacity.

         Either the Board or the Chairman of the meeting may appoint one or more
voting inspectors, each of whom shall take an oath to execute his duties
impartially and to the best of his ability. The voting inspectors shall, by
majority vote, resolve all questions regarding voting of shares, including

                                       -3-



the number of shares outstanding the voting power of each, the shares
represented at the meeting, the qualification of voters, the validity of
proxies, the existence of a quorum as to any voting group, and the acceptance,
rejection and tabulation of votes.

SECTION 2.12.     INFORMAL ACTION BY SHAREHOLDERS. Any action that is required
or permitted to be taken. at a meeting of the shareholders may be taken without
a meeting if one or more written consents, describing the action so taken, shall
be signed by all of the shareholders who would be entitled to vote upon such
action at a meeting, and delivered to the corporation for inclusion in the
minutes or filing with the corporate records.

                                  ARTICLE III.
                               BOARD OF DIRECTORS

SECTION 3.1.      GENERAL POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, its Board of Directors.

SECTION 3.2.      NUMBER AND QUALIFICATIONS. The number of directors
constituting the Board of Directors shall be fixed or changed from time to time,
by the shareholders or the Board of Directors. Directors need not be residents
of the State of North Carolina or shareholders of the corporation.

SECTION 3.3.      ELECTION OF DIRECTORS. Except as provided in Section 3.6, the
directors shall be elected at the annual meeting of shareholders. Those persons
who receive the highest number of votes at a meeting at which a quorum is
present shall be deemed to have been elected.

SECTION 3.4.      TERM OF DIRECTORS. Each initial director shall hold office
until the first shareholders' meeting at which directors are elected, or until
such director's death, resignation or removal. The term of every other director
shall expire at the next annual shareholders' meeting following the director's
election or upon such director's death resignation or removal. The term of a
director elected to fill a vacancy expires at the next shareholders' meeting at
which directors are elected. A decrease in the number of directors does not
shorten an incumbent director's term. Despite the expiration of a director's
term, such director shall continue to serve until a successor shall be elected
and qualifies or until there is a decrease in the number of directors.

SECTION 3.5.      REMOVAL. Any director may be removed at any time with or
without cause by a vote of the shareholders if the number of votes cast to
remove such director exceeds the number of votes cast not to remove him. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him. A director may not
be removed by the shareholders at a meeting unless the notice of the meeting
states that the purpose, or one of the purposes, of the meeting is removal of
the director. If any directors are so removed, new directors may be elected at
the same meeting.

SECTION 3.6.      VACANCIES. Any vacancy occurring in the Board of Directors,
including without limitation a vacancy resulting from an increase in the number
of directors or from the failure by the shareholders to elect the full
authorized number of directors, may be filled by the shareholders or by

                                       -4-



the Board of Directors, whichever group shall act first. If the directors
remaining in office do not constitute a quorum, the directors may fill the
vacancy by the affirmative vote of a majority of the remaining directors. If the
vacant office was held by a director elected by a voting group, only the
remaining director or directors elected by that voting group or the holders of
shares of that voting group are entitled to fill the vacancy.

SECTION 3.7.      CHAIRMAN OF BOARD. There may be a Chairman of the Board of
Director's elected by the directors from their number at any meeting of the
Board. The Chairman shall preside at all meetings of the Board of Directors and
perform such other duties as may be directed by the Board.

SECTION 3.8.      COMPENSATION. The Board of Directors may compensate directors
for their services as such and may provide for the payment or reimbursement of
any or all expenses incurred by them in connection with such services.

                                  ARTICLE IV.
                              MEETINGS OF DIRECTORS

SECTION 4.1.      REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held immediately after, and at the same place as, the annual meeting of
shareholders. In addition, the Board of Directors may provide, by resolution,
the time and place, either within or without the State of North Carolina, for
the holding of additional regular meetings.

SECTION 4.2.      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, if any, by the
President or by any two directors. Such a meeting may be held either within or
without the State of North Carolina, as fixed by the person or persons calling
the meeting.

SECTION 4.3.      NOTICE OF MEETINGS. Regular meetings of the Board of Directors
may be held without notice. The person or persons calling a special meeting of
the Board of Directors shall, at least two days before the meeting, give notice
thereof by any usual means of communication. Such notice need not specify the
purpose for which the meeting is called. Any duly convened regular or special
meeting may be adjourned by the directors to a later time without further
notice.

SECTION 4.4.      WAIVER OF NOTICE. Any director may waive notice of any meeting
before or after the meeting. The waiver must be in writing, signed by the
director entitled to the notice and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. A director's attendance at
or participation in a meeting waives any required notice of such meeting unless
the director at the beginning of the meeting, or promptly upon arrival, objects
to holding the meeting or to transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

SECTION 4.5.      QUORUM. Unless the articles of incorporation or these bylaws
provide otherwise, a majority of the number of directors fixed by or pursuant to
these bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, or if no number is so fixed, a majority of
directors in office immediately before the meeting begins shall constitute a
quorum.

                                       -5-



SECTION 4.6.      MANNER OF ACTING. Except as otherwise provided in the articles
of incorporation or these bylaws, including Section 4.9, the affirmative act of
the majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

SECTION 4.7.      PRESUMPTION OF ASSENT. A director who is present at a meeting
of the Board of Directors or a committee of the Board of Directors when
corporate action is deemed to have assented to the action taken unless (a) he
objects at the beginning of the meeting, or promptly upon his arrival, to
holding it or to transacting business at the meeting, or (b) his dissent or
abstention from the action taken is entered in the minutes of the meeting, or
(c) he files written notice of his dissent or abstention with the presiding
officer of the meeting before its adjournment or with the corporation
immediately after the adjournment of the meeting. Such right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

SECTION 4.8.      ACTION WITHOUT MEETING. Action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced by
one or more written consents signed by each director before or after such
action, describing the action taken, and included in the minutes or filed with
the corporate records.

SECTION 4.9.      COMMITTEES OF THE BOARD. The Board of Directors may create an
Executive Committee and other committees of the Board and appoint members of the
Board of Directors to serve on them. The creation of a committee of the Board
and appointment of members to it must be approved by the greater of (a) a
majority of the number of directors in office when the action is taken or (b)
the number of directors required to take action pursuant to Section 4.6. Each
committee of the Board must have two or more members and, to the extent
authorized by law and specified by the Board of Directors, shall have and may
exercise all of the authority of the Board of Directors in the management of the
corporation, except that a committee may not (i) authorize distributions; (ii)
approve, or propose to shareholders, action that is required by law to be
approved by shareholders; (iii) fill vacancies on the Board of Directors or on
any of its committees; (iv) amend the articles of incorporation; (v) adopt,
amend or repeal by laws; (vi) approve a plan of merger; (vii) authorize or
approve reacquisition of shares, except according to a formula or method
prescribed by the Board of Directors; or (viii) authorize or approve the
issuance or sale or contract for the sale of shares, or determine the
designation and relative rights, preferences, and limitations of a class or
series of shares, except within limits specifically prescribed by the Board of
Directors. Each committee member serves at the pleasure of the Board of
Directors. The provisions in these bylaws governing meetings, action without
meetings, notice and waiver of notice, and quorum and voting requirements of the
Board of Directors apply to committees of the Board established under this
section.

                                   ARTICLE V.
                                    OFFICERS

SECTION 5.1.      OFFICERS OF THE CORPORATION. The officers of the corporation
shall consist of a President, a Secretary, a Treasurer and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and other officers as may from time
to time be appointed by or under the authority of the

                                       -6-



Board of Directors. Any two or more offices may be held by the same person, but
no officer may act in more than one capacity where action of two or more
officers is required.

SECTION 5.2.      APPOINTMENT AND TERM. The officers of the corporation shall be
appointed by the Board of Directors or by a duly appointed officer authorized by
the Board of Directors to appoint one or more officers or assistant officers.
Each officer shall hold office until his death, resignation, retirement,
removal, disqualification or his successor shall have been elected and
qualified.

SECTION 5.3.      COMPENSATION OF OFFICERS. The compensation of all officers of
the corporation shall be fixed by or under the authority of the Board of
Directors and no officer shall serve the corporation in any other capacity
unless such additional compensation be duly authorized. The appointment of an
officer does not itself create contract rights.

SECTION 5.4.      REMOVAL. Any officer may be removed by the Board at any time
with or without cause; but such removal shall not itself affect the officer's
contract rights, if any, with the corporation.

SECTION 5.5.      RESIGNATION. An officer may resign at any time by
communicating his resignation to the corporation, orally or in writing. A
resignation is effective when communicated unless it specifies in writing a
later effective date. If a resignation is made effective at a later date that is
accepted by the corporation, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor does not take
office until the effective date. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.

SECTION 5.6.      BONDS. The Board of Directors may by resolution require any
officer, agent, or employee of the corporation to give bond to the corporation,
with sufficient sureties, conditioned on the faithful performance of the duties
of his respective office or position, and to comply with such other conditions
as may from time to time be required by the Board of Directors.

SECTION 5.7.      PRESIDENT. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders. He shall sign, with the Secretary, and Assistant Secretary, or
any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be -otherwise signed or executed; and in general he shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

SECTION 5.8.      VICE PRESIDENTS. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice Presidents in the
order of their length of service as Vice Presidents, unless otherwise determined
by the Board of Directors, shall perform the duties of the President, and when
so acting shall have all the powers of and be subject to all the restrictions
upon the President. Any

                                      -7-



Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the corporation; and shall perform such other duties
as from time to time may be assigned to him by the President or Board of
Directors.

SECTION 5.9.      SECRETARY. The Secretary shall: (a) keep the minutes of the
meeting of the shareholders, of the Board of Directors and of all Executive
Committees in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; (g) keep or cause to be kept in the State of North Carolina at
the corporation's registered office or principal place of business a record of
the corporation's shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each, and prepare or
cause to be prepared voting lists prior to each meeting of shareholders as
required by law; and (h) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

SECTION 5.10.     ASSISTANT SECRETARIES. In the absence of the Secretary or in
the event of his death, inability or refusal to act, the Assistant Secretaries
in the order of their length of service as Assistant Secretary, unless otherwise
determined by the Board of Directors, shall perform the duties of the Secretary,
and when so acting shall have the powers of and be subject to all the
restrictions upon the Secretary. They shall perform such other duties as may be
assigned to them by the Secretary, by the President, or by the Board of
Directors. Any Assistant Secretary may sign, with the President or a
Vice-President, certificates for shares of the corporation.

SECTION 5.11.     TREASURER. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and, securities of the corporation; receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
depositories as shall be selected in accordance with the provisions of Section
6.4 of these bylaws; (b) maintain appropriate accounting records as required by
law; (c) prepare, or cause to be prepared, annual financial statements of the
corporation that include a balance sheet as of the end of the fiscal year and an
income and cash flow statement for that year, which statements, or a written
notice of their availability, shall be mailed to each shareholder within 120
days after the end of such fiscal year; and (d) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

SECTION 5.12.     ASSISTANT TREASURERS. In the absence of the Treasurer or in
the event of his death, inability or refusal to act, the Assistant Treasurers in
the order of their length of service as such, unless otherwise determined by the
Board of Directors, shall perform the duties of the Treasurer, and

                                       -8-



when so acting shall have all the powers of and be subject to all restrictions
upon the Treasurer. They shall perform such other duties as may be assigned to
them by the Treasurer, by the President, or by the Board of Directors.

                                   ARTICLE VI.
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 6.1.      CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

SECTION 6.2.      LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution, of the Board of Directors. Such authority may be
general or confined to specific instances.

SECTION 6.3.      CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, issued in the name of the corporation, shall be signed by such
officer or officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors.

SECTION 6.4.      DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
depositories as may be selected by or under the authority of the Board of
Directors.

                                  ARTICLE VII.
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 7.1.      CERTIFICATES FOR SHARES. The Board of Directors may authorize
the issuance of some or all of the shares of the corporation's classes or series
without issuing certificates to represent such shares. If shares are represented
by certificates, the certificate's shall be in such form as required by law and
as determined by the Board of Directors. Certificates shall be signed, either
manually or in facsimile, by the President or a Vice-President and by the
Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All
certificates for shares shall be consecutively numbered or otherwise identified
and entered into the stock transfer books of the corporation. When shares are
represented by certificates, the corporation shall issue and deliver to each
shareholder to whom such shares have been issued or transferred certificates
representing the shares owned by him When shares are not represented by
certificates, then within a reasonable time after the issuance or transfer of
such shares, the corporation shall send the shareholder to whom such shares have
been issued or transferred a written statement of the information required by
law to be on certificates.

SECTION 7.2.      SHARE TRANSFER RECORDS. The corporation shall maintain, or
cause one or more stock transfer agents to maintain, share transfer records,
containing the name and address of each shareholder of record and the number and
class or series of shares held by such shareholder. Transfers of shares of the
corporation shall be made only on the share transfer records of the corporation
by the holder of record thereof or by a duly authorized agent, transferee or
legal

                                       -9-



representative and only upon surrender for cancellation of the certificate for
such shares (if the shares are represented by certificates).

SECTION 7.3.      LOST CERTIFICATE. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation claimed to have been lost or destroyed, upon receipt of an affidavit
of such fact from the person claiming the certificate of stock to have been lost
or destroyed. When authorizing such issue of a new certificate, the Board of
Directors shall require that the owner of such lost or destroyed certificate, or
his legal representative, give the corporation a bond in such sum and with such
surety or security as the Board may direct as indemnity against any claim that
may be made against the corporation with respect to the certificate claimed to
have been lost or destroyed, except where the Board of Directors by resolution
finds that in the judgment of the directors the circumstances justify omission
of a bond.

SECTION 7.4.      FIXING RECORD DATE. The Board of Directors may fix a future
date as the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote or to take any other action. Such record date may not be more
than 70 days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders meeting is effective for any adjournment of the meeting unless
the Board of Directors fixes a new record date for the adjourned meeting, which
it must do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.

         If no record date is fixed by the Board of Directors for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, the close of business on the day before the first notice of the
meeting is delivered to shareholders shall be the record date for such
determination of shareholders.

         The Board of Directors may fix a date as the record date for
determining shareholders entitled to a distribution or share dividend. If no
record date is fixed by the Board of Directors for such determination, it is the
date the Board of Directors authorizes the distribution or share dividend.

SECTION 7.5.      HOLDER OF RECORD. Except as otherwise required by law, the
corporation may treat the person in whose name the shares stand of record on its
books as the absolute owner of the shares and the person exclusively entitled to
receive notification and distributions, to vote and to otherwise exercise the
rights, powers and privileges of ownership of such shares.

SECTION 7.6.      SHARES HELD BY NOMINEES. The corporation shall recognize the
beneficial owner of shares registered in the name of a nominee as the owner and
shareholder of such shares for certain purposes ff the nominee in whose name
such shares are registered files with the Secretary a written certificate in a
form prescribed by the corporation, signed by the nominee, indicating the
following: (i) the name, address and taxpayer identification number of the
nominee, (ii) the name, address and taxpayer identification number of the
beneficial owner, (iii) the number and class or series of shares registered in
the name of the nominee as to which the beneficial owner shall be recognized as
the shareholder, and (iv) the purposes for which the beneficial owner shall be
recognized as the shareholder.

                                      -10-



         The purposes for which the corporation shall recognize the beneficial
owner as the shareholder may include the following: (i) receiving notice of,
voting at and otherwise participating in shareholders' meetings; (ii) executing
consents with respect to the shares; (iii) exercising dissenters' rights under
Article 13 of the Business Corporation Act; (iv) receiving distributions and
share dividends with respect to the shares; (v) exercising inspection rights;
(vi) receiving reports, financial statements, proxy statements and other
communications from the corporation; (vii) making any demand upon the
corporation required or permitted by law; and (viii) exercising any other rights
or receiving any other benefits of a shareholder with respect to the shares.

         The certificate shall be effective ten business days after its receipt
by the corporation and until it is changed by the nominee, unless the
certificate specifies a later effective time or an earlier termination date.

         If the certificate affects less than all of the shares registered in
the name of the nominee, the corporation may require the shares affected by the
certificate to be registered separately on the books of the corporation and to
be represented by a share certificate that bears a conspicuous legend stating
that there is a nominee certificate in effect with respect to the shares
represented by that share certificate.

                                  ARTICLE VIII.
                                 INDEMNIFICATION

SECTION 8.1.      RIGHT TO INDEMNIFICATION. Any person who at any time serves or
has served, as a director of the corporation, or who, while serving as a
director of the corporation, serves or has served, at the request of the
corporation, as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
as a trustee or administrator under an employee benefit plan, shall have a right
to be indemnified by the corporation to the fullest extent permitted by law
against (a) reasonable expenses, including attorneys' fees, incurred by him in
connection with any threatened, pending or completed civil, criminal,
administrative, investigative or arbitrative action, suit or proceeding (and any
appeal therein), whether or not brought by or on behalf of the corporation,
seeking to hold him liable by reason of the fact that he is or was acting in
such capacity, and (b) reasonable payments made by him in satisfaction of any
judgment, money decree, fine (including an excise tax assessed with respect to
an employee benefit plan), penalty or settlement for which he may have become
liable in any such action, suit or proceeding.

SECTION 8.2.      PAYMENT OF INDEMNIFICATION. The Board of Directors of the
corporation shall take all such action as may be necessary and appropriate to
authorize the corporation to pay the indemnification required by this bylaw,
including, without limitation, making a determination that indemnification is
permissible in the circumstances and a good faith evaluation of the manner in
which the claimant for indemnity acted and of the reasonable amount of indemnity
due him. The Board of Directors may appoint- a committee or special counsel to
make such determination and evaluation. To the extent needed, the Board shall
give notice to, and obtain approval by, the shareholders of the corporation for
any decision to indemnify.

                                      -11-



SECTION 8.3.      BINDING AND NONEXCLUSIVE. Any person who at any time after the
adoption of this bylaw serves or has served in the aforesaid capacity for or on
behalf of the corporation shall be deemed to be doing or to have done so in
reliance upon, and as consideration for, the right of indemnification provided
herein. Such right shall inure to the benefit of the legal representatives of
any such person and shall not be exclusive of any other rights to which such
person may be entitled apart from the provision of this bylaw.

                                   ARTICLE IX.
                               GENERAL PROVISIONS

SECTION 9.1.      DISTRIBUTIONS. The Board of Directors may from time to time
authorize, and the corporation may grant, distributions and share dividends to
its shareholders pursuant to law and subject to the provisions of its articles
of incorporation.

SECTION 9.2.      SEAL. The corporate seal of the corporation shall consist of
two concentric circles between which is the name of the corporation and in the
center of which is inscribed SEAL, and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the corporation.

SECTION 9.3.      FISCAL YEAR. The fiscal year of the corporation shall be fixed
by the Board of Directors.

SECTION 9.4.      AMENDMENTS. Except as otherwise provided in the articles of
incorporation or by law, these bylaws may be amended or repealed and new bylaws
may be adopted by the Board of Directors.

         No bylaw adopted, amended or repealed by the shareholders shall be
readopted, amended or repealed by the Board of Directors, unless the articles of
incorporation or a bylaw adopted by the shareholders authorizes the Board of
Directors to adopt, amend or repeal that particular bylaw or the bylaws
generally.

SECTION 9.5.      DEFINITIONS. Unless the context otherwise requires, terms used
in these bylaws shall have the meanings assigned to them in the North Carolina
Business Corporation Act to the extent defined therein.

                                      -12-



         I, Michael M. Sullivan, the duly elected, qualified and acting
Secretary of __________ Sanmina Enclosure Systems USA Inc., do hereby certify
that the foregoing are the original and duly adopted Bylaws of Sanmina Enclosure
Systems USA Inc.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Corporation this 19th day of December, 2002.

(CORPORATE SEAL)                                   /s/  Michael M. Sullivan
                                                 -------------------------------
                                                 Michael M. Sullivan, Secretary

                                       -1-

EX-3.2.14

                                                                  EXHIBIT 3.2.14

                                    EXHIBIT A

                          AMENDED AND RESTATED BY-LAWS

                              SCI TECHNOLOGY, INC.

                                    ARTICLE I

                                     OFFICES

         Section 1.        The principal office shall be in the city of
Huntsville, County of Madison, State of Alabama.

         Section 2.        The corporation may also have offices at such other
places both within and without the State of Alabama as the board of directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1.        Meetings of shareholders may be held at such time and
place, within or without the State of Alabama, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

         Section 2.        Annual meetings of shareholders, commencing with the
year 1989, shall be held on the fourth Friday in October, or, if a legal
holiday, then on the next such day following that day, at 10:00 a.m. at which
they shall elect, by a plurality vote a board of directors, and transact such
other business as shall properly be brought before the meeting.

         Section 3.        Written notice of the annual meeting shall be given
to each shareholder entitled to vote thereat not less than ten nor more than
fifty days before the date of the meeting.

         Section 4.        The officer who has charge of the shares ledger of
the corporation shall prepare and make at least ten days before each meeting of
shareholders a complete list of the shareholders entitled to vote at the meeting
arranged in alphabetical order, showing the address of and the number of shares
registered in the name of each shareholder. Such list shall, for a period of ten
days prior to such meeting, be kept on file at the principal office of the
corporation and shall be subject to inspection by any shareholder making written
request therefor at any time during usual business hours. Such list shall also
be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders.



         Section 5.        Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of holders of not less than one-tenth of
the entire capital shares of the corporation issued and outstanding and entitled
to vote. Such request shall state the purpose or purposes of the proposed
meeting.

         Section 6.        Written notice of a special meeting of shareholders,
stating the time, place and object thereof, shall be given to each shareholder
entitled to vote thereat, not less than ten nor more than fifty days before the
date fixed for the meeting.

         Section 7.        Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

         Section 8.        The holders of the majority of the shares issued and
outstanding an * d entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

         Section 9.        When a quorum is present at any meeting, the vote of
the holders of a majority of the shares having voting power, present in person
or represented by proxy, shall decide. Any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question.

         Section 10.       Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy of each share of the
capital shares having power held by such, shareholder, but no proxy shall be
voted on after eleven months from its date, unless the proxy provides for a
longer period.

         Section 11.       Whenever the vote of shareholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or of the articles of incorporation,
such action may be taken without a meeting, if all the shareholders who would
have been entitled to vote upon the action if such meeting were held, shall
consent in writing to such corporate action being taken.

                                       -2-



                                   ARTICLE III

                                    DIRECTORS

         Section 1.        The number of directors which shall constitute the
whole board shall not be less than one nor more than eleven. Within the limits
above specified, the number of directors shall be determined by resolution of
the board of directors or by the shareholders at the annual meeting. The
directors shall be elected at the annual meeting of the shareholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
shareholders.

         Section 2.        Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.

         Section 3.        The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.        The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Alabama.

         Section 5.        The first meeting of each newly elected board of
directors shall be hold at such time and place as shall be fixed by the vote of
the shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
shareholders to fix the time and place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6.        Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7.        Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram. Special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.

         Section 8.        At all meetings of the-board, a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any

                                       -3-



meeting at which there is a quorum, shall be the act of the board of directors,
except as may be otherwise specifically provided by statute or by the articles
of incorporation. If a quorum shall not be present at any meeting of the board
of directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         Section 9.        Unless otherwise restricted by the articles of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or any committee thereof may be taken
without a meeting, if a written consent thereto is signed by all members of the
board or of such committee as the case may be, and such written consent is filed
with the minutes of proceedings of the board or committee.

                             COMMITTEES OF DIRECTORS

         Section 10.       The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, such committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or-names as
may be determined from time to time by resolution adopted by the board of
directors.

         Section 11.       Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 12.       The directors may be paid-their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              CHAIRMAN OF THE BOARD

         Section 13.       The board of directors at its first meeting shall
choose a Chairman from among the directors.

         Section 14.       The Chairman shall have such powers as the board of
directors may from time to time prescribe.

                                       -4-



                                   ARTICLE IV

                                 INDEMNIFICATION

         Section 1.        Under the circumstances prescribed in sections 3 and
5, the corporation shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether formal or informal, and
whether civil, criminal, administrative or investigative, including appeals,
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer partner trustee, employee or agent of another foreign or
Domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys, fees), judgments,
fines, penalties and amounts paid in settlement actually and reasonably incurred
by the person in connection with such claim, action, suit or proceeding if the
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination Of any claim, action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that (a) the person
did not act in good faith, (b) the person did not act in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, (c) with respect to any criminal action or proceeding, that
the person had reasonable cause to believe that his or her conduct was unlawful.

         Section 2.        Under the circumstances prescribed in Sections 3 and
5, the corporation shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such claim, action,
suit or proceeding if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.

         Section 3.        To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any claim, action, suit or proceeding referred to in Sections I and
2, or in defense of any issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or

                                       -5-



her in connection therewith notwithstanding that he has not been successful on
any other issue or matter in any such claim, action, suit or proceeding.

         Section 4.        The corporation shall indemnify and hold harmless
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the appearance of such
person as a witness in any claims, action, suit or proceeding, whether formal or
informal and whether civil, criminal, administrative or investigative, including
appeals, as a result of such person having occupied such office or position, or
undertaken such service when such person is not a party-to such action suit or
proceeding.

         Section 5.        Except as provided in Section 3 and except as may be
ordered by a court, any indemnification under Sections 1 and 2 shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of conduct
set forth in Sections 1 and 2. Such a determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to, or who have been wholly successful on the merits or
otherwise with respect to, such claim, action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, if obtainable, a quorum of disinterested
directors so directs, by the firm of independent legal counsel then employed by
the corporation, in a written opinion, or (c) by the affirmative vote of a
majority of the shares entitled to vote thereon.

         Section 6.        Expenses (including attorneys' fees) incurred in
defending a civil or criminal claim, action, suit or proceeding, as authorized
in the manner provided in Section 5 above, shall be paid by the corporation in
advance of the final disposition of such claim, action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent-to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation as authorized in this
Article IV.

         Section 7.        The indemnification and advancement of expenses
provided by or granted pursuant to this Article IV shall not be deemed exclusive
of any other rights, in respect of indemnification or otherwise, to which those
seeking indemnification or advancement of expenses may be entitled under any
statute, rule of law, provisions of articles of incorporation, by-law,
resolution, agreement or otherwise either specifically or in general terms, both
as to action by a director, officer, employee or agent in his or her official
capacity and as to action in another capacity while holding such office or
position, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         Section 8.        The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against such person arid
incurred by him or her in any such capacity, or

                                       -6-



arising out of his or her status as such, whether or not the corporation would
have the power to indemnify such person against such liability under the
provisions of this Article IV.

         Section 9.        For the purposes of this Article IV, the corporation
shall be deemed to have requested a director, officer, employee or agent of the
corporation to serve an employee benefit plan whenever the performance by such
person of his or her duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or to participants in or
beneficiaries of the plan; excise taxes assessed on such person with respect to
an employee benefit plan pursuant to applicable law shall be deemed "fines"; and
action taken or omitted by such person with respect to an employee benefit plan
in the performance of his or her duties for a purpose reasonably believed by him
or her to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
of the corporation. Any indemnification under this Article IV with regard to any
employee benefit plan shall apply notwithstanding any provisions of any employee
benefit plan. The corporation shall include any domestic or foreign predecessor
entity of the corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

         Section 10.       If for any reason, any provision of this Article IV
is held invalid, in whole or in part, such invalidity shall not effect any other
provision or part of this Article IV not held so invalid, and each such other
provision or part shall to the full extent consistent with law continue in full
force and effect.

                                    ARTICLE V

                                    OFFICERS

         Section 1.        The officers of the corporation shall be chosen by
the board of directors and shall be a president, a secretary and a treasurer.
The board of directors may also choose vice presidents, and one or more
assistant secretaries and assistant treasurers. Any number of offices may be
held by the same person.

         Section 2.        The board of directors at its first meeting after
each annual meeting of shareholders shall choose a president, a secretary and a
treasurer, none of whom need to be a member of the board.

         Section 3.        The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

         Section 4.        The salaries of all officers and agents of the
corporation shall be fixed by the board-of directors.

         Section 5.        The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at

                                       -7-



any time by the affirmative vote of a majority of the board of directors. Any
vacancy occurring in any office of the corporation shall be filled by the board
of directors.

                                  THE PRESIDENT

         Section 6.        The President shall be the chief executive officer of
the corporation, shall preside at all meetings of the shareholders and, when
prescribed by the board, at meetings of the board of directors, shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.

         Section 7.        He shall execute bonds, mortgages and other contracts
requiring a seal under the seal of the corporation except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 8.        The vice-presidents, if any, in order determined by
the board of directors, shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9.        The secretary shall attend all meetings of the board
of directors and all meetings of the shareholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by the secretary's signature or by the signature of an assistant
secretary.

         Section 10.       The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11.       The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

                                       -8-



         Section 12.       He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13.       If required by the board of directors, he shall give
the corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the restoration
of the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

         Section 14.       The assistant treasurer, or if there shall be more
than one, the assistant treasurers in' the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF SHARES

         Section 1.        The shares of the corporation shall be represented by
certificates signed by the chairman of the board, president, an executive
vice-president, vice-president or the treasurer and by the secretary, an
assistance vice president, an assistant secretary or an assistant treasurer, and
may be sealed with the seal of the corporation or a facsimile thereof.

         Section 2.        The signature of any one of the officers upon a
certificate may be a facsimile if the certificate is signed by another of such
officers, and the signatures of both officers may be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or an employee of the corporation. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issue.

                                LOST CERTIFICATES

         Section 3.        The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of shares to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct an indemnity against any claim
that may be brought against the corporation with respect to the certificate
alleged to have been lost or destroyed.

                                       -9-



                               TRANSFERS OF STOCK

         Section 4.        Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty "of the corporation to issue a now certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                           CLOSING THE TRANSFER BOOKS

         Section 5.        For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors of a corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, 50 days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least 10 days immediately preceding such meeting. In lieu of
closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than 50 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made an
provided in this Section 5, such determination shall apply to any adjournment
thereof except where the determination has be n m de through the closing of the
stock transfer books and the stated period of closing has expired.

                             REGISTERED SHAREHOLDERS

         Section 6.        The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessment a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Alabama.

                                      -10-



                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1.        Dividends upon the capital stock of the corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to and as permitted by law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the articles of
incorporation.

                                ANNUAL STATEMENT

         Section 2.        The board of directors shall present at each annual
meeting, and at any special meeting of the shareholders when called for by vote
of the shareholders, a full and clear statement of the business and condition of
the corporation.

                                     CHECKS

         Section 3.        All checks or demands for money-and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 4.        The fiscal year of the corporation shall be fixed by
resolution of the board of directors,

                                      SEAL

         Section 5.        The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Alabama". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1.        The by-laws may be altered or repealed by action of
either the shareholders or the board of directors; provided, however, that the
board of directors may not alter or repeal any by-law establishing the number of
shares required to be represented to constitute a quorum at a shareholders'
meeting.

                                      -11-

EX-3.2.15

                                                                  EXHIBIT 3.2.15

                           SECOND AMENDED AND RESTATED

                                    BYLAWS OF

                          INTERWORKS COMPUTER PRODUCTS



                      SECOND AMENDED AND RESTATED BYLAWS OF

                          INTERWORKS COMPUTER PRODUCTS

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 1 CORPORATE OFFICES...............................................    1

         1.1      PRINCIPAL OFFICE........................................    1
         1.2      OTHER OFFICES...........................................    1

ARTICLE 2 MEETINGS OF SHAREHOLDERS........................................    1

         2.1      PLACE OF MEETINGS.......................................    1
         2.2      ANNUAL MEETING..........................................    1
         2.3      SPECIAL MEETING.........................................    1
         2.4      NOTICE OF SHAREHOLDERS' MEETINGS........................    2
         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE............    2
         2.6      QUORUM..................................................    3
         2.7      ADJOURNED MEETING; NOTICE...............................    3
         2.8      VOTING..................................................    4
         2.9      VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT.......    5
         2.10     SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
                  MEETING.................................................    5
         2.11     RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING
                  CONSENTS......................................... ......    6
         2.12     PROXIES.................................................    6
         2.13     INSPECTORS OF ELECTION..................................    7

ARTICLE 3 DIRECTORS.......................................................    8

         3.1      POWERS..................................................    8
         3.2      NUMBER OF DIRECTORS.....................................    8
         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS................    8
         3.4      RESIGNATION AND VACANCIES...............................    8
         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE................    9
         3.6      REGULAR MEETINGS........................................    9
         3.7      SPECIAL MEETINGS; NOTICE................................   10
         3.8      QUORUM..................................................   10
         3.9      WAIVER OF NOTICE........................................   10
         3.10     ADJOURNMENT.............................................   11
         3.11     NOTICE OF ADJOURNMENT...................................   11
         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.......   11
         3.13     FEES AND COMPENSATION OF DIRECTORS......................   11

ARTICLE 4 COMMITTEES......................................................   11

         4.1      COMMITTEES OF DIRECTORS.................................   11


                                      -i-



                               TABLE OF CONTENTS
                                  (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
         4.2      MEETINGS AND ACTION OF COMMITTEES.......................   12

ARTICLE 5 OFFICERS........................................................   12

         5.1      OFFICERS................................................   12
         5.2      ELECTION OF OFFICERS....................................   13
         5.3      SUBORDINATE OFFICERS....................................   13
         5.4      REMOVAL AND RESIGNATION OF OFFICERS.....................   13
         5.5      VACANCIES IN OFFICES....................................   13
         5.6      CHAIRMAN OF THE BOARD...................................   13
         5.7      PRESIDENT...............................................   14
         5.8      VICE PRESIDENTS.........................................   14
         5.9      SECRETARY...............................................   14
         5.10     CHIEF FINANCIAL OFFICER.................................   15

ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND
         OTHER AGENTS........................................ ............   15

         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS...............   15
         6.2      INDEMNIFICATION OF OTHERS...............................   15
         6.3      PAYMENT OF EXPENSES IN ADVANCE..........................   16
         6.4      INDEMNITY NOT EXCLUSIVE.................................   16
         6.5      INSURANCE INDEMNIFICATION...............................   16
         6.6      CONFLICTS...............................................   16

ARTICLE 7 RECORDS AND REPORTS.............................................   17

         7.1      MAINTENANCE AND INSPECTION OF SHARE REGISTER............   17
         7.2      MAINTENANCE AND INSPECTION OF BYLAWS....................   17
         7.3      MAINTENANCE AND INSPECTION OF OTHER CORPORATE
                  RECORDS.............................................. ..   18
         7.4      INSPECTION BY DIRECTORS.................................   18
         7.5      ANNUAL REPORT TO SHAREHOLDERS; WAIVER...................   18
         7.6      FINANCIAL STATEMENTS....................................   18
         7.7      REPRESENTATION OF SHARES OF OTHER CORPORATIONS..........   19

ARTICLE 8 GENERAL MATTERS.................................................   19

         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING...   19
         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS...............   20
         8.3      CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED.......   20
         8.4      CERTIFICATES FOR SHARES.................................   20
         8.5      LOST CERTIFICATES.......................................   21
         8.6      CONSTRUCTION; DEFINITIONS...............................   21

ARTICLE 9 AMENDMENTS......................................................   21

         9.1      AMENDMENT BY SHAREHOLDERS...............................   21
         9.2      AMENDMENT BY DIRECTORS..................................   21


                                      -ii-



                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                          INTERWORKS COMPUTER PRODUCTS

                                    ARTICLE 1

                                CORPORATE OFFICES

         1.1      PRINCIPAL OFFICE

         The board of directors shall fix the location of the principal
executive office of the corporation at any place within or outside the State of
California. If the principal executive office is located outside such state and
the corporation has one or more business offices in such state, then the board
of directors shall fix and designate a principal business office in the State of
California.

         1.2      OTHER OFFICES

         The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

                                   ARTICLE 2

                            MEETINGS OF SHAREHOLDERS

         2.1      PLACE OF MEETINGS

         Meetings of shareholders shall be held at any place within or outside
the State of California designated by the board of directors. In the absence of
any such designation, shareholders' meetings shall be held at the principal
executive office of the corporation.

         2.2      ANNUAL MEETING

         The annual meeting of shareholders shall be held each year on a date
and at a time designated by the board of directors. At the meeting, directors
shall be elected, and any other proper business may be transacted.

         2.3      SPECIAL MEETING

         A special meeting of the shareholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or by
one or more shareholders holding shares in the aggregate entitled to cast not
less than ten percent (10%) of the votes at that meeting.



         If a special meeting is called by any person or persons other than the
board of directors or the president or the chairman of the board, then the
request shall be in writing, specifying the time of such meeting and the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president, any vice president or
the secretary of the corporation. The officer receiving the request shall cause
notice to be promptly given to the shareholders entitled to vote, in accordance
with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will
be held at the time requested by the person or persons calling the meeting, so
long as that time is not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, then the person or persons requesting
the meeting may give the notice. Nothing contained in this paragraph of this
Section 2.3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the board of directors may be held.

         2.4      NOTICE OF SHAREHOLDERS' MEETINGS

         All notices of meetings of shareholders shall be sent or otherwise
given in accordance with Section 2.5 of these bylaws not less than ten (10) (or,
if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty
(30)) nor more than sixty (60) days before the date of the meeting. The notice
shall specify the place, date, and hour of the meeting and (i) in the case of a
special meeting, the general nature of the business to be transacted (no
business other than that specified in the notice may be transacted) or (ii) in
the case of the annual meeting, those matters which the board of directors, at
the time of giving the notice, intends to present for action by the shareholders
(but subject to the provisions of the next paragraph of this Section 2.4 any
proper matter may be presented at the meeting for such action). The notice of
any meeting at which directors are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.

         If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California (the
"Code"), (ii) an amendment of the articles of incorporation, pursuant to Section
902 of the Code, (iii) a reorganization of the corporation, pursuant to Section
1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to
Section 1900 of the Code, or (v) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, pursuant to Section
2007 of the Code, then the notice shall also state the general nature of that
proposal.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of shareholders shall be given either (i)
personally or (ii) by first-class mail or (iii) by third-class mail but only if
the corporation has outstanding shares held of record by five hundred (500) or
more persons (determined as provided in Section 605 of the Code) on the record
date for the shareholders' meeting, or (iv) by telegraphic or other written

                                      -2-



communication. Notices not personally delivered shall be sent charges prepaid
and shall be addressed to the shareholder at the address of that shareholder
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice. If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by mail or telegraphic or other written communication
to the corporation's principal executive office, or if published at least once
in a newspaper of general circulation in the county where that office is
located. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.

         If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at that address, then all future notices or reports shall be deemed to have been
duly given without further mailing if the same shall be available to the
shareholder on written demand of the shareholder at the principal executive
office of the corporation for a period of one (1) year from the date of the
giving of the notice.

         An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

         2.6      QUORUM

         The presence in person or by proxy of the holders of a majority of the
shares entitled to vote thereat constitutes a quorum for the transaction of
business at all meetings of shareholders. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.

         2.7      ADJOURNED MEETING; NOTICE

         Any shareholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of the majority of
the shares represented at that meeting, either in person or by proxy. In the
absence of a quorum, no other business may be transacted at that meeting except
as provided in Section 2.6 of these bylaws.

         When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken. However, if a new record date for the adjourned meeting is
fixed or if the adjournment is for more than forty-five (45) days from the date
set for the original meeting, then notice of the adjourned meeting shall be
given. Notice of any such adjourned meeting

                                       -3-



shall be given to each shareholder of record entitled to vote at the adjourned
meeting in accordance with the provisions of Sections 2.4 and 2.5 of these
bylaws. At any adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting.

         2.8      VOTING

         The shareholders entitled to vote at any meeting of shareholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 702 through 704 of the Code (relating to
voting shares held by a fiduciary, in the name of a corporation or in joint
ownership).

         The shareholders' vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder at the meeting and before the voting has begun.

         Except as provided in the last paragraph of this Section 2.8, or as may
be otherwise provided in the articles of incorporation, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote of the shareholders. Any shareholder entitled to vote on any matter may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or, except when the matter is the election of directors, may
vote them against the proposal; but, if the shareholder fails to specify the
number of shares which the shareholder is voting affirmatively, it will be
conclusively presumed that the shareholder's approving vote is with respect to
all shares which the shareholder is entitled to vote.

         If a quorum is present, the affirmative vote of the majority of the
shares represented and voting at a duly held meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or a vote by
classes is required by the Code or by the articles of incorporation.

         At a shareholders' meeting at which directors are to be elected, a
shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes which such shareholder normally
is entitled to cast) if the candidates' names have been placed in nomination
prior to commencement of the voting and the shareholder has given notice prior
to commencement of the voting of the shareholder's intention to cumulate votes.
If any shareholder has given such a notice, then every shareholder entitled to
vote may cumulate votes for candidates in nomination either (i) by giving one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder's shares are
normally entitled or (ii) by distributing the shareholder's votes on the same
principle among any or all of the candidates, as the shareholder thinks fit. The
candidates receiving the highest number of affirmative votes, up to the number
of directors to be elected, shall be elected; votes against any candidate and
votes withheld shall have no legal effect.

                                       -4-



         2.9      VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

         The transactions of any meeting of shareholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though they had been taken at a meeting duly held after regular call and notice,
if a quorum be present either in person or by proxy, and if, either before or
after the meeting, each person entitled to vote, who was not present in person
or by proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or consent
or approval need not specify either the business to be transacted or the purpose
of any annual or special meeting of shareholders, except that if action is taken
or proposed to be taken for approval of any of those matters specified in the
second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent
or approval shall state the general nature of the proposal. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

         Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened. Attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by the Code to be
included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting.

         2.10     SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted.

         In the case of election of directors, such a consent shall be effective
only if signed by the holders of all outstanding shares entitled to vote for the
election of directors. However, a director may be elected at any time to fill
any vacancy on the board of directors, provided that it was not created by
removal of a director and that it has not been filled by the directors, by the
written consent of the holders of a majority of the outstanding shares entitled
to vote for the election of directors.

         All such consents shall be maintained in the corporate records. Any
shareholder giving a written consent, or the shareholder's proxy holders, or a
transferee of the shares, or a personal representative of the shareholder, or
their respective proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

         If the consents of all shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
shareholders has not been received, then the secretary shall give prompt notice
of the corporate action approved by the shareholders without a meeting. Such

                                       -5-



notice shall be given to those shareholders entitled to vote who have not
consented in writing and shall be given in the manner specified in Section 2.5
of these bylaws. In the case of approval of (i) a contract or transaction in
which a director has a direct or indirect financial interest, pursuant to
Section 310 of the Code, (ii) indemnification of a corporate "agent," pursuant
to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant
to Section 1201 of the Code, and (iv) a distribution in dissolution other than
in accordance with the rights of outstanding preferred shares, pursuant to
Section 2007 of the Code, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

         2.11     RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS

         For purposes of determining the shareholders entitled to notice of any
meeting or to vote thereat or entitled to give consent to corporate action
without a meeting, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days before
the date of any such meeting nor more than sixty (60) days before any such
action without a meeting, and in such event only shareholders of record on the
date so fixed are entitled to notice and to vote or to give consents, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the Code.

         If the board of directors does not so fix a record date:

                  (a)      the record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held; and

                  (b)      the record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, (i) when no
prior action by the board has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action by the board has been taken,
shall be at the close of business on the day on which the board adopts the
resolution relating to that action, or the sixtieth (60th) day before the date
of such other action, whichever is later.

         The record date for any other purpose shall be as provided in Article 8
of these bylaws.

         2.12     PROXIES

         Every person entitled to vote for directors, or on any other matter,
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the shareholder or the shareholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) the person who

                                       -6-



executed the proxy revokes it prior to the time of voting by delivering a
writing to the corporation stating that the proxy is revoked or by executing a
subsequent proxy and presenting it to the meeting or by voting in person at the
meeting, or (ii) written notice of the death or incapacity of the maker of that
proxy is received by the corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the expiration of
eleven (11) months from the date of the proxy, unless otherwise provided in the
proxy. The dates contained on the forms of proxy presumptively determine the
order of execution, regardless of the postmark dates on the envelopes in which
they are mailed. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of
the Code.

         2.13     INSPECTORS OF ELECTION

         Before any meeting of shareholders, the board of directors may appoint
an inspector or inspectors of election to act at the meeting or its adjournment.
If no inspector of election is so appointed, then the chairman of the meeting
may, and on the request of any shareholder or a shareholder's proxy shall,
appoint an inspector or inspectors of election to act at the meeting. The number
of inspectors shall be either one (1) or three (3). If inspectors are appointed
at a meeting pursuant to the request of one (1) or more shareholders or proxies,
then the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
then the chairman of the meeting may, and upon the request of any shareholder or
a shareholder's proxy shall, appoint a person to fill that vacancy.

         Such inspectors shall:

                  (a)      determine the number of shares outstanding and the
voting power of each, the number of shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;

                  (b)      receive votes, ballots or consents;

                  (c)      hear and determine all challenges and questions in
any way arising in connection with the right to vote;

                  (d)      count and tabulate all votes or consents;

                  (e)      determine when the polls shall close;

                  (f)      determine the result; and

                  (g)      do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.

                                      -7-



                                    ARTICLE 3

                                    DIRECTORS

         3.1      POWERS

         Subject to the provisions of the Code and any limitations in the
articles of incorporation and these bylaws relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.

         3.2      NUMBER OF DIRECTORS

         The number of directors of the corporation shall be not less than two
(2) nor more than three (3). The exact number of directors shall be two (2)
until changed, within the limits specified above, by a bylaw amending this
Section 3.2, duly adopted by the board of directors or by the shareholders. The
indefinite number of directors may be changed, or a definite number may be fixed
without provision for an indefinite number, by a duly adopted amendment to the
articles of incorporation or by an amendment to this bylaw duly adopted by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that an amendment reducing the fixed number
or the minimum number of directors to a number less than five (5) cannot be
adopted if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of an action by written consent, are equal to more than
sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to
vote thereon. No amendment may change the stated maximum number of authorized
directors to a number greater than two (2) times the stated minimum number of
directors minus one (1).

         No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS

         Directors shall be elected at each annual meeting of shareholders to
hold office until the next annual meeting. Each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.

         3.4      RESIGNATION AND VACANCIES

         Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary or the board of directors,
unless the notice specifies a later time for that resignation to become
effective. If the resignation of a director is effective at a future time, the
board of directors may elect a successor to take office when the resignation
becomes effective.

                                      -8-



         Vacancies in the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining
director; however, a vacancy created by the removal of a director by the vote or
written consent of the shareholders or by court order may be filled only by the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute a majority of the required quorum), or by the unanimous written
consent of all shares entitled to vote thereon. Each director so elected shall
hold office until the next annual meeting of the shareholders and until a
successor has been elected and qualified.

         A vacancy or vacancies in the board of directors shall be deemed to
exist (i) in the event of the death, resignation or removal of any director,
(ii) if the board of directors by resolution declares vacant the office of a
director who has been declared of unsound mind by an order of court or convicted
of a felony, (iii) if the authorized number of directors is increased, or (iv)
if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the number of directors to be elected at that
meeting.

         The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election
other than to fill a vacancy created by removal, if by written consent, shall
require the consent of the holders of a majority of the outstanding shares
entitled to vote thereon.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         Regular meetings of the board of directors may be held at any place
within or outside the State of California that has been designated from time to
time by resolution of the board. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the corporation.
Special meetings of the board may be held at any place within or outside the
State of California that has been designated in the notice of the meeting or, if
not stated in the notice or if there is no notice, at the principal executive
office of the corporation.

         Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

         3.6      REGULAR MEETINGS

         Regular meetings of the board of directors may be held without notice
if the times of such meetings are fixed by the board of directors.

                                      -9-



         3.7      SPECIAL MEETINGS; NOTICE

         Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered personally or by
telephone or telegram, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

         3.8      QUORUM

         A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.10 of these bylaws. Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of
Section 310 of the Code (as to approval of contracts or transactions in which a
director has a direct or indirect material financial interest), Section 311 of
the Code (as to appointment of committees), Section 317(e) of the Code (as to
indemnification of directors), the articles of incorporation, and other
applicable law.

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      WAIVER OF NOTICE

         Notice of a meeting need not be given to any director (i) who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or (ii) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors. All such waivers, consents, and approvals shall be
filed with the corporate records or made part of the minutes of the meeting. A
waiver of notice need not specify the purpose of any regular or special meeting
of the board of directors.

                                      -10-



         3.10     ADJOURNMENT

         A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place.

         3.11     NOTICE OF ADJOURNMENT

         Notice of the time and place of holding an adjourned meeting need not
be given unless the meeting is adjourned for more than twenty-four (24) hours.
If the meeting is adjourned for more than twenty-four (24) hours, then notice of
the time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.7 of these bylaws, to
the directors who were not present at the time of the adjournment.

         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any action required or permitted to be taken by the board of directors
may be taken without a meeting, provided that all members of the board
individually or collectively consent in writing to that action. Such action by
written consent shall have the same force and effect as a unanimous vote of the
board of directors. Such written consent and any counterparts thereof shall be
filed with the minutes of the proceedings of the board.

         3.13     FEES AND COMPENSATION OF DIRECTORS

         Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors. This Section 3.13 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.

                                   ARTICLE 4

                                   COMMITTEES

         4.1      COMMITTEES OF DIRECTORS

         The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to:

                                      -11-



                  (a)      the approval of any action which, under the Code,
also requires shareholders' approval or approval of the outstanding shares;

                  (b)      the filling of vacancies on the board of directors or
in any committee;

                  (c)      the fixing of compensation of the directors for
serving on the board or any committee;

                  (d)      the amendment or repeal of these bylaws or the
adoption of new bylaws;

                  (e)      the amendment or repeal of any resolution of the
board of directors which by its express terms is not so amendable or repealable;

                  (f)      a distribution to the shareholders of the
corporation, except at a rate or in a periodic amount or within a price range
determined by the board of directors; or

                  (g)      the appointment of any other committees of the board
of directors or the members of such committees.

         4.2      MEETINGS AND ACTION OF COMMITTEES

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article 3 of these bylaws, Section
3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special
meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice),
Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section
3.12 (action without meeting), with such changes in the context of those bylaws
as are necessary to substitute the committee and its members for the board of
directors and its members; provided, however, that the time of regular meetings
of committees may be determined either by resolution of the board of directors
or by resolution of the committee, that special meetings of committees may also
be called by resolution of the board of directors, and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.

                                   ARTICLE 5

                                    OFFICERS

         5.1      OFFICERS

         The officers of the corporation shall be a president, a secretary, and
a chief financial officer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers, and

                                      -12-



such other officers as may be appointed in accordance with the provisions of
Section 5.3 of these bylaws. Any number of offices may be held by the same
person.

         5.2      ELECTION OF OFFICERS

         The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board, subject to the rights, if any, of an
officer under any contract of employment.

         5.3      SUBORDINATE OFFICERS

         The board of directors may appoint, or may empower the president to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the board of directors may
from time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except in
case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

         5.5      VACANCIES IN OFFICES

         A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.

         5.6      CHAIRMAN OF THE BOARD

         The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws. If there is no
president, then the chairman of the board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

                                      -13-



         5.7      PRESIDENT

         Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the corporation. He
shall preside at all meetings of the shareholders and, in the absence or
nonexistence of a chairman of the board, at all meetings of the board of
directors. He shall have the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed by the board of directors or these
bylaws.

         5.8      VICE PRESIDENTS

         In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform all
the duties of the president and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the president. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the board of directors, these bylaws,
the president or the chairman of the board.

         5.9      SECRETARY

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors and shareholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the board of directors required to be given by law or
by these bylaws. He shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or by these bylaws.

                                      -14-



         5.10     CHIEF FINANCIAL OFFICER

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the corporation with such depositaries as may
be designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or these bylaws.

                                   ARTICLE 6

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                                AND OTHER AGENTS

         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall, to the maximum extent and in the manner
permitted by the Code, indemnify each of its directors and officers against
expenses (as defined in Section 317(a) of the Code), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding (as defined in Section 317(a) of the Code), arising by
reason of the fact that such person is or was an agent of the corporation. For
purposes of this Article 6, a "director" or "officer" of the corporation
includes any person (i) who is or was a director or officer of the corporation,
(ii) who is or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was a director or officer of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

         6.2      INDEMNIFICATION OF OTHERS

         The corporation shall have the power, to the extent and in the manner
permitted by the Code, to indemnify each of its employees and agents (other than
directors and officers) against expenses (as defined in Section 317(a) of the
Code), judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding (as defined in Section 317(a) of the
Code), arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this Article 6, an "employee" or "agent" of the
corporation (other than a director or officer) includes any person (i) who is or
was an employee or agent of the corporation, (ii) who is or was serving at the
request of the corporation as an employee or agent of another corporation,
partnership, joint

                                      -15-



venture, trust or other enterprise, or (iii) who was an employee or agent of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.

         6.3      PAYMENT OF EXPENSES IN ADVANCE

         Expenses incurred in defending any civil or criminal action

         or proceeding for which indemnification is required pursuant to Section
6.1 or for which indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the Board of Directors shall be paid by the corporation
in advance of the final disposition of such action or proceeding upon receipt of
an undertaking by or on behalf of the indemnified party to repay such amount if
it shall ultimately be determined that the indemnified party is not entitled to
be indemnified as authorized in this Article 6.

         6.4      INDEMNITY NOT EXCLUSIVE

         The indemnification provided by this Article 6 shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.

         6.5      INSURANCE INDEMNIFICATION

         The corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation against any liability asserted against or incurred by such
person in such capacity or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify him against such
liability under the provisions of this Article 6.

         6.6      CONFLICTS

         No indemnification or advance shall be made under this Article 6,
except where such indemnification or advance is mandated by law or the order,
judgment or decree of any court of competent jurisdiction, in any circumstance
where it appears:

                  (a)      That it would be inconsistent with a provision of the
Articles of Incorporation, these bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

                  (b)      That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.

                                      -16-



                                   ARTICLE 7

                               RECORDS AND REPORTS

         7.1      MAINTENANCE AND INSPECTION OF SHARE REGISTER

         The corporation shall keep either at its principal executive office or
at the office of its transfer agent or registrar (if either be appointed), as
determined by resolution of the board of directors, a record of its shareholders
listing the names and addresses of all shareholders and the number and class of
shares held by each shareholder.

         A shareholder or shareholders of the corporation who holds at least
five percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who holds at least one percent (1%) of such voting shares and has
filed a Schedule 14B with the Securities and Exchange Commission relating to the
election of directors, may (i) inspect and copy the records of shareholders'
names, addresses, and shareholdings during usual business hours on five (5)
days' prior written demand on the corporation, (ii) obtain from the transfer
agent of the corporation, on written demand and on the tender of such transfer
agent's usual charges for such list, a list of the names and addresses of the
shareholders who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which that list has been
compiled or as of a date specified by the shareholder after the date of demand.
Such list shall be made available to any such shareholder by the transfer agent
on or before the later of five (5) days after the demand is received or five (5)
days after the date specified in the demand as the date as of which the list is
to be compiled.

         The record of shareholders shall also be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate, at
any time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate.

         Any inspection and copying under this Section 7.1 may be made in person
or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.

         7.2      MAINTENANCE AND INSPECTION OF BYLAWS

         The corporation shall keep at its principal executive office or, if its
principal executive office is not in the State of California, at its principal
business office in California the original or a copy of these bylaws as amended
to date, which bylaws shall be open to inspection by the shareholders at all
reasonable times during office hours. If the principal executive office of the
corporation is outside the State of California and the corporation has no
principal business office in such state, then the secretary shall, upon the
written request of any shareholder, furnish to that shareholder a copy of these
bylaws as amended to date.

                                      -17-



         7.3      MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

         The accounting books and records and the minutes of proceedings of the
shareholders, of the board of directors, and of any committee or committees of
the board of directors shall be kept at such place or places as are designated
by the board of directors or, in absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in written form,
and the accounting books and records shall be kept either in written form or in
any other form capable of being converted into written form.

         The minutes and accounting books and records shall be open to
inspection upon the written demand of any shareholder or holder of a voting
trust certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. The inspection may be made in person or by
an agent or attorney and shall include the right to copy and make extracts. Such
rights of inspection shall extend to the records of each subsidiary corporation
of the corporation.

         7.4      INSPECTION BY DIRECTORS

         Every director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of every kind as well as the physical
properties of the corporation and each of its subsidiary corporations. Such
inspection by a director may be made in person or by an agent or attorney. The
right of inspection includes the right to copy and make extracts of documents.

         7.5      ANNUAL REPORT TO SHAREHOLDERS; WAIVER

         The board of directors shall cause an annual report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of the
fiscal year adopted by the corporation. Such report shall be sent at least
fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days)
before the annual meeting of shareholders to be held during the next fiscal year
and in the manner specified in Section 2.5 of these bylaws for giving notice to
shareholders of the corporation.

         The annual report shall contain (i) a balance sheet as of the end of
the fiscal year, (ii) an income statement, (iii) a statement of changes in
financial position for the fiscal year, and (iv) any report of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared without audit from
the books and records of the corporation.

         The foregoing requirement of an annual report shall be waived so long
as the shares of the corporation are held by fewer than one hundred (100)
holders of record.

         7.6      FINANCIAL STATEMENTS

         If no annual report for the fiscal year has been sent to shareholders,
then the corporation shall, upon the written request of any shareholder made
more than one hundred twenty (120) days after the

                                      -18-



close of such fiscal year, deliver or mail to the person making the request,
within thirty (30) days thereafter, a copy of a balance sheet as of the end of
such fiscal year and an income statement and statement of changes in financial
position for such fiscal year.

         If a shareholder or shareholders holding at least five percent (5%) of
the outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and for a
balance sheet of the corporation as of the end of that period, then the chief
financial officer shall cause that statement to be prepared, if not already
prepared, and shall deliver personally or mail that statement or statements to
the person making the request within thirty (30) days after the receipt of the
request. If the corporation has not sent to the shareholders its annual report
for the last fiscal year, the statements referred to in the first paragraph of
this Section 7.6 shall likewise be delivered or mailed to the shareholder or
shareholders within thirty (30) days after the request.

         The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or by the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

         7.7      REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation, or
any other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.

                                   ARTICLE 8

                                 GENERAL MATTERS

         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

         For purposes of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
shareholders entitled to exercise any rights in respect of any other lawful
action (other than action by shareholders by written consent without a meeting),
the board of directors may fix, in advance, a record date, which shall not be
more than sixty (60) days before any such action. In that case, only
shareholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights,

                                      -19-



or to exercise such rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date so fixed,
except as otherwise provided in the Code.

         If the board of directors does not so fix a record date, then the
record date for determining shareholders for any such purpose shall be at the
close of business on the day on which the board adopts the applicable resolution
or the sixtieth (60th) day before the date of that action, whichever is later.

         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

         From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

         8.3      CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

         The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

         8.4      CERTIFICATES FOR SHARES

         A certificate or certificates for shares of the corporation shall be
issued to each shareholder when any of such shares are fully paid. The board of
directors may authorize the issuance of certificates for shares partly paid
provided that these certificates shall state the total amount of the
consideration to be paid for them and the amount actually paid. All certificates
shall be signed in the name of the corporation by the chairman of the board or
the vice chairman of the board or the president or a vice president and by the
chief financial officer or an assistant treasurer or the secretary or an
assistant secretary, certifying the number of shares and the class or series of
shares owned by the shareholder. Any or all of the signatures on the certificate
may be facsimile.

         In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on a certificate ceases to be that
officer, transfer agent or registrar before that certificate is issued, it may
be issued by the corporation with the same effect as if that person were an
officer, transfer agent or registrar at the date of issue.

                                      -20-



         8.5      LOST CERTIFICATES

         Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board
may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

         8.6      CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Code shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                    ARTICLE 9

                                   AMENDMENTS

         9.1      AMENDMENT BY SHAREHOLDERS

         New bylaws may be adopted or these bylaws may be amended or repealed by
the vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the articles of incorporation of
the corporation set forth the number of authorized directors of the corporation,
then the authorized number of directors may be changed only by an amendment of
the articles of incorporation.

         9.2      AMENDMENT BY DIRECTORS

         Subject to the rights of the shareholders as provided in Section 9.1 of
these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the
authorized number of directors (except to fix the authorized number of directors
pursuant to a bylaw providing for a variable number of directors), may be
adopted, amended or repealed by the board of directors.

                                      -21-



                            CERTIFICATE OF SECRETARY

         I, the undersigned, do hereby certify:

         (1)      That I am the duly elected and acting Secretary of Interworks
Computer Products, a California corporation; and

         (2)      That the foregoing Bylaws, comprising twenty-one (21) pages,
besides this page, constitute the Bylaws of this Corporation as duly adopted by
the sole shareholder in resolutions as of December 12, 2002.

         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of the Corporation this 12th day of December, 2002.

                                      /s/  Michael M. Sullivan
                                    -------------------------------------------
                                    Michael Sullivan, Secretary

EX-3.2.16

                                                                  EXHIBIT 3.2.16

                             OPERATING AGREEMENT OF
                            SANMINA GENERAL, L.L.C.,
                      A DELAWARE LIMITED LIABILITY COMPANY

         THIS OPERATING AGREEMENT (this "Agreement") of Sanmina General, L.L.C.,
a Delaware limited liability company (the "Company"), is entered into as of
December 31, 1999 and shall constitute the "limited liability company agreement"
of the Company within the meaning of Section 18-101(7) of the Delaware Limited
Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et
seq., as amended (the "Act").

         1.1      Except as otherwise provided in this Agreement, the default
provisions of the Act shall apply to the Company.

         1.2      Sanmina Corporation, a Delaware corporation, shall be the sole
"member" of the Company within the meaning of Section 18-101(11) of the Act (the
"Member").

         1.3      The Member hereby enters into and forms the Company as a
limited liability company in accordance with the Act. The name of the Company
shall be "Sanmina General, L.L.C."

         1.4      The Company shall maintain a Delaware registered office and
agent for the service of process as required by the Act. In the event the
registered agent ceases to act as such for any reason or the registered office
shall change, the Member shall promptly designate a replacement registered agent
or file a notice of change of address, as the case may be.

         1.5      The purpose and scope of the Company shall be to engage in
such lawful activities as shall be determined by the Member in its sole and
absolute discretion.

         1.6      The term of the Company shall begin as of the date of filing
of the certificate of formation for the Company in accordance with Section
18-201 of the Act and, unless otherwise specified in a certificate of
cancellation filed by the Member in respect of the Company pursuant to Section
18-203 of the Act, such term shall continue in perpetuity.

         1.7      Title to all Company property shall be held in the name of the
Company; provided, however, that the Company shall make such distributions of
cash and/or property to the Member as the Member shall from time to time
determine in its sole and absolute discretion.

         1.8      Elizabeth Jordan is authorized and directed, in the name of
and on behalf of the Company, or otherwise to execute all instruments,
documents, and certificates, and to take such actions as she may deem necessary,
advisable or proper.

         1.9      Except as otherwise required by applicable law, the Member
shall have no personal liability for the debts and obligations of the Company.



         1.10     The Member shall have no obligation to make any contributions
to the capital of the Company and shall make only such contributions as the
Member shall from time to time determine in its sole and absolute discretion.

         1.11     The Member shall have no obligation to provide any services to
the Company and shall provide only such services as the Member shall from time
to time determine in its sole and absolute discretion.

         1.12     The Company shall indemnify the Member to the fullest extent
permitted by law.

         1.13     The Member shall control the management and operation of the
Company in such manner as it shall determine in its sole and absolute
discretion. The Member may appoint, remove and replace managers, officers and
employees of the Company from time to time in its sole and absolute discretion.
Notwithstanding any provision of this Agreement to the contrary, any contract,
agreement, deed, lease, note or other document or instrument executed on behalf
of the Company by the Member shall be deemed to have been duly executed by the
Company and third parties shall be entitled to rely upon the Member's power to
bind the Company without otherwise ascertaining that the requirements of this
Agreement have been satisfied.

         1.14     The Member may transfer all or any portion of its interest in
the Company in the Member's sole and absolute discretion. In the event of any
such transfer, this Agreement shall be amended to reflect the respective rights
and obligations of the Member and the transferee or transferees. No person shall
be admitted to the Company as an additional member without the written consent
of the Member, which consent may be withheld in the Member's sole and absolute
discretion.

         1.15     The "Sanmina General" name and mark are the property of the
Member. The Company's authority to use such name and mark may be withdrawn by
the Member at any time without compensation to the Company. Following the
dissolution and liquidation of the Company, all right, title and interest in and
to such name and mark shall be held solely by the Member.

         1.16     The interpretation and enforceability of this Agreement and
the rights and liabilities of the Member as such shall be governed by the laws
of the State of Delaware as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in
Delaware by residents of Delaware. To the extent permitted by the Act and other
applicable law, the provisions of this Agreement shall supersede any contrary
provisions of the Act or other applicable law.

         1.17     In the event any provision of this Agreement is determined to
be invalid or unenforceable, such provision shall be deemed severed from the
remainder of this Agreement and replaced with a valid and enforceable provision
as similar in intent as reasonably possible to the provision so severed, and
shall not cause the invalidity or unenforceability of the remainder of this
Agreement.

                                      -2-



         1.18     This Agreement may be amended, in whole or in part, only
through a written amendment executed by the Member.

         1.19     This Agreement contains the entire understanding and intent of
the Member regarding the Company and supersedes any prior written or oral
agreement respecting the Company. There are no representations, agreements,
arrangements, or understandings, oral or written, of the Member relating to the
Company which are not fully expressed in this Agreement.

   [Remainder of this page intentionally left blank; signature page follows.]

                                      -3-



         IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.

SANMINA CORPORATION,
a Delaware corporation

By:

  /s/  Elizabeth D. Jordan
- -----------------------------------------
Elizabeth D. Jordan

                                      -4-

EX-3.2.17

                                                                  EXHIBIT 3.2.17

                             OPERATING AGREEMENT OF
                            SANMINA LIMITED, L.L.C.,
                      A DELAWARE LIMITED LIABILITY COMPANY

         THIS OPERATING AGREEMENT (this "Agreement") of Sanmina Limited, L.L.C.,
a Delaware limited liability company (the "Company"), is entered into as of
December 31, 1999 and shall constitute the "limited liability company agreement"
of the Company within the meaning of Section 18-101(7) of the Delaware Limited
Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et
seq., as amended (the "Act").

         1.1      Except as otherwise provided in this Agreement, the default
provisions of the Act shall apply to the Company.

         1.2      Sanmina Corporation, a Delaware corporation, shall be the sole
"member" of the Company within the meaning of Section 18-101(11) of the Act (the
"Member").

         1.3      The Member hereby enters into and forms the Company as a
limited liability company in accordance with the Act. The name of the Company
shall be "Sanmina Limited, L.L.C."

         1.4      The Company shall maintain a Delaware registered office and
agent for the service of process as required by the Act. In the event the
registered agent ceases to act as such for any reason or the registered office
shall change, the Member shall promptly designate a replacement registered agent
or file a notice of change of address, as the case may be.

         1.5      The purpose and scope of the Company shall be to engage in
such lawful activities as shall be determined by the Member in its sole and
absolute discretion.

         1.6      The term of the Company shall begin as of the date of filing
of the certificate of formation for the Company in accordance with Section
18-201 of the Act and, unless otherwise specified in a certificate of
cancellation filed by the Member in respect of the Company pursuant to Section
18-203 of the Act, such term shall continue in perpetuity.

         1.7      Title to all Company property shall be held in the name of the
Company; provided, however, that the Company shall make such distributions of
cash and/or property to the Member as the Member shall from time to time
determine in its sole and absolute discretion.

         1.8      Elizabeth Jordan is authorized and directed, in the name of
and on behalf of the Company, or otherwise to execute all instruments,
documents, and certificates, and to take such actions as she may deem necessary,
advisable or proper.



         1.9      Except as otherwise required by applicable law, the Member
shall have no personal liability for the debts and obligations of the Company.

         1.10     The Member shall have no obligation to make any contributions
to the capital of the Company and shall make only such contributions as the
Member shall from time to time determine in its sole and absolute discretion.

         1.11     The Member shall have no obligation to provide any services to
the Company and shall provide only such services as the Member shall from time
to time determine in its sole and absolute discretion.

         1.12     The Company shall indemnify the Member to the fullest extent
permitted by law.

         1.13     The Member shall control the management and operation of the
Company in such manner as it shall determine in its sole and absolute
discretion. The Member may appoint, remove and replace managers, officers and
employees of the Company from time to time in its sole and absolute discretion.
Notwithstanding any provision of this Agreement to the contrary, any contract,
agreement, deed, lease, note or other document or instrument executed on behalf
of the Company by the Member shall be deemed to have been duly executed by the
Company and third parties shall be entitled to rely upon the Member's power to
bind the Company without otherwise ascertaining that the requirements of this
Agreement have been satisfied.

         1.14     The Member may transfer all or any portion of its interest in
the Company in the Member's sole and absolute discretion. In the event of any
such transfer, this Agreement shall be amended to reflect the respective rights
and obligations of the Member and the transferee or transferees. No person shall
be admitted to the Company as an additional member without the written consent
of the Member, which consent may be withheld in the Member's sole and absolute
discretion.

         1.15     The "Sanmina Limited" name and mark are the property of the
Member. The Company's authority to use such name and mark may be withdrawn by
the Member at any time without compensation to the Company. Following the
dissolution and liquidation of the Company, all right, title and interest in and
to such name and mark shall be held solely by the Member.

         1.16     The interpretation and enforceability of this Agreement and
the rights and liabilities of the Member as such shall be governed by the laws
of the State of Delaware as such laws are applied in connection with limited
liability company operating agreements entered into and wholly performed upon in
Delaware by residents of Delaware. To the extent permitted by the Act and other
applicable law, the provisions of this Agreement shall supersede any contrary
provisions of the Act or other applicable law.

         1.17     In the event any provision of this Agreement is determined to
be invalid or unenforceable, such provision shall be deemed severed from the
remainder of this Agreement and replaced with a valid and enforceable provision
as similar in intent as reasonably possible to the

                                      -2-



provision so severed, and shall not cause the invalidity or unenforceability of
the remainder of this Agreement.

         1.18     This Agreement may be amended, in whole or in part, only
through a written amendment executed by the Member.

         1.19     This Agreement contains the entire understanding and intent of
the Member regarding the Company and supersedes any prior written or oral
agreement respecting the Company. There are no representations, agreements,
arrangements, or understandings, oral or written, of the Member relating to the
Company which are not fully expressed in this Agreement.

   [Remainder of this page intentionally left blank; signature page follows.]

                                      -3-



         IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.

SANMINA CORPORATION,
a Delaware corporation

By:

  /s/ Elizabeth D. Jordan
- ---------------------------------------
Name: Elizabeth D. Jordan

                                      -4-

EX-3.2.18

                                                                  EXHIBIT 3.2.18

                              AMENDED AND RESTATED

                                    BYLAWS OF

                         VIKING COMPONENTS INCORPORATED



                         AMENDED AND RESTATED BYLAWS OF

                         VIKING COMPONENTS INCORPORATED

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 1 CORPORATE OFFICES...............................................    1

         1.1      PRINCIPAL OFFICE........................................    1
         1.2      OTHER OFFICES...........................................    1

ARTICLE 2 MEETINGS OF SHAREHOLDERS........................................    1

         2.1      PLACE OF MEETINGS.......................................    1
         2.2      ANNUAL MEETING..........................................    1
         2.3      SPECIAL MEETING.........................................    1
         2.4      NOTICE OF SHAREHOLDERS' MEETINGS........................    2
         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE............    2
         2.6      QUORUM..................................................    3
         2.7      ADJOURNED MEETING; NOTICE...............................    3
         2.8      VOTING..................................................    4
         2.9      VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT.......    5
         2.10     SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
                  MEETING.................................................    5
         2.11     RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING
                  CONSENTS................................................    6
         2.12     PROXIES.................................................    6
         2.13     INSPECTORS OF ELECTION..................................    7

ARTICLE 3 DIRECTORS.......................................................    8

         3.1      POWERS..................................................    8
         3.2      NUMBER OF DIRECTORS.....................................    8
         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS................    8
         3.4      RESIGNATION AND VACANCIES...............................    8
         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE................    9
         3.6      REGULAR MEETINGS........................................    9
         3.7      SPECIAL MEETINGS; NOTICE................................   10
         3.8      QUORUM..................................................   10
         3.9      WAIVER OF NOTICE........................................   10
         3.10     ADJOURNMENT.............................................   11
         3.11     NOTICE OF ADJOURNMENT...................................   11
         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.......   11
         3.13     FEES AND COMPENSATION OF DIRECTORS......................   11

ARTICLE 4 COMMITTEES......................................................   11

         4.1      COMMITTEES OF DIRECTORS.................................   11


                                      -i-



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                         
         4.2      MEETINGS AND ACTION OF COMMITTEES.......................   12

ARTICLE 5 OFFICERS........................................................   12

         5.1      OFFICERS................................................   12
         5.2      ELECTION OF OFFICERS....................................   13
         5.3      SUBORDINATE OFFICERS....................................   13
         5.4      REMOVAL AND RESIGNATION OF OFFICERS.....................   13
         5.5      VACANCIES IN OFFICES....................................   13
         5.6      CHAIRMAN OF THE BOARD...................................   13
         5.7      PRESIDENT...............................................   14
         5.8      VICE PRESIDENTS.........................................   14
         5.9      SECRETARY...............................................   14
         5.10     CHIEF FINANCIAL OFFICER.................................   15

ARTICLE 6 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND
         OTHER AGENTS.....................................................   15

         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS...............   15
         6.2      INDEMNIFICATION OF OTHERS...............................   15
         6.3      PAYMENT OF EXPENSES IN ADVANCE..........................   16
         6.4      INDEMNITY NOT EXCLUSIVE.................................   16
         6.5      INSURANCE INDEMNIFICATION...............................   16
         6.6      CONFLICTS...............................................   16

ARTICLE 7 RECORDS AND REPORTS.............................................   17

         7.1      MAINTENANCE AND INSPECTION OF SHARE REGISTER............   17
         7.2      MAINTENANCE AND INSPECTION OF BYLAWS....................   17
         7.3      MAINTENANCE AND INSPECTION OF OTHER CORPORATE
                  RECORDS.................................................   18
         7.4      INSPECTION BY DIRECTORS.................................   18
         7.5      ANNUAL REPORT TO SHAREHOLDERS; WAIVER...................   18
         7.6      FINANCIAL STATEMENTS....................................   18
         7.7      REPRESENTATION OF SHARES OF OTHER CORPORATIONS..........   19

ARTICLE 8 GENERAL MATTERS.................................................   19

         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING...   19
         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS...............   20
         8.3      CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED.......   20
         8.4      CERTIFICATES FOR SHARES.................................   20
         8.5      LOST CERTIFICATES.......................................   21
         8.6      CONSTRUCTION; DEFINITIONS...............................   21

ARTICLE 9 AMENDMENTS......................................................   21

         9.1      AMENDMENT BY SHAREHOLDERS...............................   21
         9.2      AMENDMENT BY DIRECTORS..................................   21


                                      -ii-



                           AMENDED AND RESTATED BYLAWS

                                       OF

                         VIKING COMPONENTS INCORPORATED

                                    ARTICLE 1

                                CORPORATE OFFICES

         1.1      PRINCIPAL OFFICE

         The board of directors shall fix the location of the principal
executive office of the corporation at any place within or outside the State of
California. If the principal executive office is located outside such state and
the corporation has one or more business offices in such state, then the board
of directors shall fix and designate a principal business office in the State of
California.

         1.2      OTHER OFFICES

         The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

                                    ARTICLE 2

                            MEETINGS OF SHAREHOLDERS

         2.1      PLACE OF MEETINGS

         Meetings of shareholders shall be held at any place within or outside
the State of California designated by the board of directors. In the absence of
any such designation, shareholders' meetings shall be held at the principal
executive office of the corporation.

         2.2      ANNUAL MEETING

         The annual meeting of shareholders shall be held each year on a date
and at a time designated by the board of directors. At the meeting, directors
shall be elected, and any other proper business may be transacted.

         2.3      SPECIAL MEETING

         A special meeting of the shareholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or by
one or more shareholders holding shares in the aggregate entitled to cast not
less than ten percent (10%) of the votes at that meeting.



         If a special meeting is called by any person or persons other than the
board of directors or the president or the chairman of the board, then the
request shall be in writing, specifying the time of such meeting and the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president, any vice president or
the secretary of the corporation. The officer receiving the request shall cause
notice to be promptly given to the shareholders entitled to vote, in accordance
with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will
be held at the time requested by the person or persons calling the meeting, so
long as that time is not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, then the person or persons requesting
the meeting may give the notice. Nothing contained in this paragraph of this
Section 2.3 shall be construed as limiting, fixing or affecting the time when a
meeting of shareholders called by action of the board of directors may be held.

         2.4      NOTICE OF SHAREHOLDERS' MEETINGS

         All notices of meetings of shareholders shall be sent or otherwise
given in accordance with Section 2.5 of these bylaws not less than ten (10) (or,
if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty
(30)) nor more than sixty (60) days before the date of the meeting. The notice
shall specify the place, date, and hour of the meeting and (i) in the case of a
special meeting, the general nature of the business to be transacted (no
business other than that specified in the notice may be transacted) or (ii) in
the case of the annual meeting, those matters which the board of directors, at
the time of giving the notice, intends to present for action by the shareholders
(but subject to the provisions of the next paragraph of this Section 2.4 any
proper matter may be presented at the meeting for such action). The notice of
any meeting at which directors are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.

         If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California (the
"Code"), (ii) an amendment of the articles of incorporation, pursuant to Section
902 of the Code, (iii) a reorganization of the corporation, pursuant to Section
1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to
Section 1900 of the Code, or (v) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, pursuant to Section
2007 of the Code, then the notice shall also state the general nature of that
proposal.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of shareholders shall be given either (i)
personally or (ii) by first-class mail or (iii) by third-class mail but only if
the corporation has outstanding shares held of record by five hundred (500) or
more persons (determined as provided in Section 605 of the Code) on the record
date for the shareholders' meeting, or (iv) by telegraphic or other written

                                      -2-



communication. Notices not personally delivered shall be sent charges prepaid
and shall be addressed to the shareholder at the address of that shareholder
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice. If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by mail or telegraphic or other written communication
to the corporation's principal executive office, or if published at least once
in a newspaper of general circulation in the county where that office is
located. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.

         If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at that address, then all future notices or reports shall be deemed to have been
duly given without further mailing if the same shall be available to the
shareholder on written demand of the shareholder at the principal executive
office of the corporation for a period of one (1) year from the date of the
giving of the notice.

         An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

         2.6      QUORUM

         The presence in person or by proxy of the holders of a majority of the
shares entitled to vote thereat constitutes a quorum for the transaction of
business at all meetings of shareholders. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.

         2.7      ADJOURNED MEETING; NOTICE

         Any shareholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of the majority of
the shares represented at that meeting, either in person or by proxy. In the
absence of a quorum, no other business may be transacted at that meeting except
as provided in Section 2.6 of these bylaws.

         When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken. However, if a new record date for the adjourned meeting is
fixed or if the adjournment is for more than forty-five (45) days from the date
set for the original meeting, then notice of the adjourned meeting shall be
given. Notice of any such adjourned meeting

                                      -3-



shall be given to each shareholder of record entitled to vote at the adjourned
meeting in accordance with the provisions of Sections 2.4 and 2.5 of these
bylaws. At any adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting.

         2.8      VOTING

         The shareholders entitled to vote at any meeting of shareholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 702 through 704 of the Code (relating to
voting shares held by a fiduciary, in the name of a corporation or in joint
ownership).

         The shareholders' vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder at the meeting and before the voting has begun.

         Except as provided in the last paragraph of this Section 2.8, or as may
be otherwise provided in the articles of incorporation, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote of the shareholders. Any shareholder entitled to vote on any matter may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or, except when the matter is the election of directors, may
vote them against the proposal; but, if the shareholder fails to specify the
number of shares which the shareholder is voting affirmatively, it will be
conclusively presumed that the shareholder's approving vote is with respect to
all shares which the shareholder is entitled to vote.

         If a quorum is present, the affirmative vote of the majority of the
shares represented and voting at a duly held meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or a vote by
classes is required by the Code or by the articles of incorporation.

         At a shareholders' meeting at which directors are to be elected, a
shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes which such shareholder normally
is entitled to cast) if the candidates' names have been placed in nomination
prior to commencement of the voting and the shareholder has given notice prior
to commencement of the voting of the shareholder's intention to cumulate votes.
If any shareholder has given such a notice, then every shareholder entitled to
vote may cumulate votes for candidates in nomination either (i) by giving one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder's shares are
normally entitled or (ii) by distributing the shareholder's votes on the same
principle among any or all of the candidates, as the shareholder thinks fit. The
candidates receiving the highest number of affirmative votes, up to the number
of directors to be elected, shall be elected; votes against any candidate and
votes withheld shall have no legal effect.

                                      -4-



         2.9      VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

         The transactions of any meeting of shareholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though they had been taken at a meeting duly held after regular call and notice,
if a quorum be present either in person or by proxy, and if, either before or
after the meeting, each person entitled to vote, who was not present in person
or by proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or consent
or approval need not specify either the business to be transacted or the purpose
of any annual or special meeting of shareholders, except that if action is taken
or proposed to be taken for approval of any of those matters specified in the
second paragraph of Section 2.4 of these bylaws, the waiver of notice or consent
or approval shall state the general nature of the proposal. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

         Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened. Attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by the Code to be
included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting.

         2.10     SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted.

         In the case of election of directors, such a consent shall be effective
only if signed by the holders of all outstanding shares entitled to vote for the
election of directors. However, a director may be elected at any time to fill
any vacancy on the board of directors, provided that it was not created by
removal of a director and that it has not been filled by the directors, by the
written consent of the holders of a majority of the outstanding shares entitled
to vote for the election of directors.

         All such consents shall be maintained in the corporate records. Any
shareholder giving a written consent, or the shareholder's proxy holders, or a
transferee of the shares, or a personal representative of the shareholder, or
their respective proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

         If the consents of all shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
shareholders has not been received, then the secretary shall give prompt notice
of the corporate action approved by the shareholders without a meeting. Such

                                      -5-



notice shall be given to those shareholders entitled to vote who have not
consented in writing and shall be given in the manner specified in Section 2.5
of these bylaws. In the case of approval of (i) a contract or transaction in
which a director has a direct or indirect financial interest, pursuant to
Section 310 of the Code, (ii) indemnification of a corporate "agent," pursuant
to Section 317 of the Code, (iii) a reorganization of the corporation, pursuant
to Section 1201 of the Code, and (iv) a distribution in dissolution other than
in accordance with the rights of outstanding preferred shares, pursuant to
Section 2007 of the Code, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

         2.11     RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS

         For purposes of determining the shareholders entitled to notice of any
meeting or to vote thereat or entitled to give consent to corporate action
without a meeting, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days before
the date of any such meeting nor more than sixty (60) days before any such
action without a meeting, and in such event only shareholders of record on the
date so fixed are entitled to notice and to vote or to give consents, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the Code.

         If the board of directors does not so fix a record date:

                  (a)      the record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held; and

                  (b)      the record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, (i) when no
prior action by the board has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action by the board has been taken,
shall be at the close of business on the day on which the board adopts the
resolution relating to that action, or the sixtieth (60th) day before the date
of such other action, whichever is later.

         The record date for any other purpose shall be as provided in Article 8
of these bylaws.

         2.12     PROXIES

         Every person entitled to vote for directors, or on any other matter,
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the shareholder or the shareholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) the person who

                                      -6-



executed the proxy revokes it prior to the time of voting by delivering a
writing to the corporation stating that the proxy is revoked or by executing a
subsequent proxy and presenting it to the meeting or by voting in person at the
meeting, or (ii) written notice of the death or incapacity of the maker of that
proxy is received by the corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the expiration of
eleven (11) months from the date of the proxy, unless otherwise provided in the
proxy. The dates contained on the forms of proxy presumptively determine the
order of execution, regardless of the postmark dates on the envelopes in which
they are mailed. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of
the Code.

         2.13     INSPECTORS OF ELECTION

         Before any meeting of shareholders, the board of directors may appoint
an inspector or inspectors of election to act at the meeting or its adjournment.
If no inspector of election is so appointed, then the chairman of the meeting
may, and on the request of any shareholder or a shareholder's proxy shall,
appoint an inspector or inspectors of election to act at the meeting. The number
of inspectors shall be either one (1) or three (3). If inspectors are appointed
at a meeting pursuant to the request of one (1) or more shareholders or proxies,
then the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
then the chairman of the meeting may, and upon the request of any shareholder or
a shareholder's proxy shall, appoint a person to fill that vacancy.

         Such inspectors shall:

                  (a)      determine the number of shares outstanding and the
voting power of each, the number of shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;

                  (b)      receive votes, ballots or consents;

                  (c)      hear and determine all challenges and questions in
any way arising in connection with the right to vote;

                  (d)      count and tabulate all votes or consents;

                  (e)      determine when the polls shall close;

                  (f)      determine the result; and

                  (g)      do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.

                                      -7-



                                    ARTICLE 3

                                    DIRECTORS

         3.1      POWERS

         Subject to the provisions of the Code and any limitations in the
articles of incorporation and these bylaws relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.

         3.2      NUMBER OF DIRECTORS

         The number of directors of the corporation shall be not less than two
(2) nor more than three (3). The exact number of directors shall be two (2)
until changed, within the limits specified above, by a bylaw amending this
Section 3.2, duly adopted by the board of directors or by the shareholders. The
indefinite number of directors may be changed, or a definite number may be fixed
without provision for an indefinite number, by a duly adopted amendment to the
articles of incorporation or by an amendment to this bylaw duly adopted by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that an amendment reducing the fixed number
or the minimum number of directors to a number less than five (5) cannot be
adopted if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of an action by written consent, are equal to more than
sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to
vote thereon. No amendment may change the stated maximum number of authorized
directors to a number greater than two (2) times the stated minimum number of
directors minus one (1).

         No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS

         Directors shall be elected at each annual meeting of shareholders to
hold office until the next annual meeting. Each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.

         3.4      RESIGNATION AND VACANCIES

         Any director may resign effective on giving written notice to the
chairman of the board, the president, the secretary or the board of directors,
unless the notice specifies a later time for that resignation to become
effective. If the resignation of a director is effective at a future time, the
board of directors may elect a successor to take office when the resignation
becomes effective.

                                      -8-



         Vacancies in the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining
director; however, a vacancy created by the removal of a director by the vote or
written consent of the shareholders or by court order may be filled only by the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute a majority of the required quorum), or by the unanimous written
consent of all shares entitled to vote thereon. Each director so elected shall
hold office until the next annual meeting of the shareholders and until a
successor has been elected and qualified.

         A vacancy or vacancies in the board of directors shall be deemed to
exist (i) in the event of the death, resignation or removal of any director,
(ii) if the board of directors by resolution declares vacant the office of a
director who has been declared of unsound mind by an order of court or convicted
of a felony, (iii) if the authorized number of directors is increased, or (iv)
if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the number of directors to be elected at that
meeting.

         The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election
other than to fill a vacancy created by removal, if by written consent, shall
require the consent of the holders of a majority of the outstanding shares
entitled to vote thereon.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         Regular meetings of the board of directors may be held at any place
within or outside the State of California that has been designated from time to
time by resolution of the board. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the corporation.
Special meetings of the board may be held at any place within or outside the
State of California that has been designated in the notice of the meeting or, if
not stated in the notice or if there is no notice, at the principal executive
office of the corporation.

         Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

         3.6      REGULAR MEETINGS

         Regular meetings of the board of directors may be held without notice
if the times of such meetings are fixed by the board of directors.

                                      -9-



         3.7      SPECIAL MEETINGS; NOTICE

         Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered personally or by
telephone or telegram, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

         3.8      QUORUM

         A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.10 of these bylaws. Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of
Section 310 of the Code (as to approval of contracts or transactions in which a
director has a direct or indirect material financial interest), Section 311 of
the Code (as to appointment of committees), Section 317(e) of the Code (as to
indemnification of directors), the articles of incorporation, and other
applicable law.

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      WAIVER OF NOTICE

         Notice of a meeting need not be given to any director (i) who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or (ii) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors. All such waivers, consents, and approvals shall be
filed with the corporate records or made part of the minutes of the meeting. A
waiver of notice need not specify the purpose of any regular or special meeting
of the board of directors.

                                      -10-



         3.10     ADJOURNMENT

         A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place.

         3.11     NOTICE OF ADJOURNMENT

         Notice of the time and place of holding an adjourned meeting need not
be given unless the meeting is adjourned for more than twenty-four (24) hours.
If the meeting is adjourned for more than twenty-four (24) hours, then notice of
the time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.7 of these bylaws, to
the directors who were not present at the time of the adjournment.

         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any action required or permitted to be taken by the board of directors
may be taken without a meeting, provided that all members of the board
individually or collectively consent in writing to that action. Such action by
written consent shall have the same force and effect as a unanimous vote of the
board of directors. Such written consent and any counterparts thereof shall be
filed with the minutes of the proceedings of the board.

         3.13     FEES AND COMPENSATION OF DIRECTORS

         Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors. This Section 3.13 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.

                                    ARTICLE 4

                                   COMMITTEES

         4.1      COMMITTEES OF DIRECTORS

         The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to:

                                      -11-



                  (a)      the approval of any action which, under the Code,
also requires shareholders' approval or approval of the outstanding shares;

                  (b)      the filling of vacancies on the board of directors or
in any committee;

                  (c)      the fixing of compensation of the directors for
serving on the board or any committee;

                  (d)      the amendment or repeal of these bylaws or the
adoption of new bylaws;

                  (e)      the amendment or repeal of any resolution of the
board of directors which by its express terms is not so amendable or repealable;

                  (f)      a distribution to the shareholders of the
corporation, except at a rate or in a periodic amount or within a price range
determined by the board of directors; or

                  (g)      the appointment of any other committees of the board
of directors or the members of such committees.

         4.2      MEETINGS AND ACTION OF COMMITTEES

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article 3 of these bylaws, Section
3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special
meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice),
Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section
3.12 (action without meeting), with such changes in the context of those bylaws
as are necessary to substitute the committee and its members for the board of
directors and its members; provided, however, that the time of regular meetings
of committees may be determined either by resolution of the board of directors
or by resolution of the committee, that special meetings of committees may also
be called by resolution of the board of directors, and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.

                                    ARTICLE 5

                                    OFFICERS

         5.1      OFFICERS

         The officers of the corporation shall be a president, a secretary, and
a chief financial officer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers, and

                                      -12-



such other officers as may be appointed in accordance with the provisions of
Section 5.3 of these bylaws. Any number of offices may be held by the same
person.

         5.2      ELECTION OF OFFICERS

         The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board, subject to the rights, if any, of an
officer under any contract of employment.

         5.3      SUBORDINATE OFFICERS

         The board of directors may appoint, or may empower the president to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the board of directors may
from time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except in
case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

         5.5      VACANCIES IN OFFICES

         A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.

         5.6      CHAIRMAN OF THE BOARD

         The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws. If there is no
president, then the chairman of the board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

                                      -13-



         5.7      PRESIDENT

         Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the corporation. He
shall preside at all meetings of the shareholders and, in the absence or
nonexistence of a chairman of the board, at all meetings of the board of
directors. He shall have the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed by the board of directors or these
bylaws.

         5.8      VICE PRESIDENTS

         In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform all
the duties of the president and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the president. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the board of directors, these bylaws,
the president or the chairman of the board.

         5.9      SECRETARY

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors and shareholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all shareholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the board of directors required to be given by law or
by these bylaws. He shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or by these bylaws.

                                      -14-



         5.10     CHIEF FINANCIAL OFFICER

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the corporation with such depositaries as may
be designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or these bylaws.

                                    ARTICLE 6

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                                AND OTHER AGENTS

         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall, to the maximum extent and in the manner
permitted by the Code, indemnify each of its directors and officers against
expenses (as defined in Section 317(a) of the Code), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding (as defined in Section 317(a) of the Code), arising by
reason of the fact that such person is or was an agent of the corporation. For
purposes of this Article 6, a "director" or "officer" of the corporation
includes any person (i) who is or was a director or officer of the corporation,
(ii) who is or was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was a director or officer of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

         6.2      INDEMNIFICATION OF OTHERS

         The corporation shall have the power, to the extent and in the manner
permitted by the Code, to indemnify each of its employees and agents (other than
directors and officers) against expenses (as defined in Section 317(a) of the
Code), judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding (as defined in Section 317(a) of the
Code), arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this Article 6, an "employee" or "agent" of the
corporation (other than a director or officer) includes any person (i) who is or
was an employee or agent of the corporation, (ii) who is or was serving at the
request of the corporation as an employee or agent of another corporation,
partnership, joint

                                      -15-



venture, trust or other enterprise, or (iii) who was an employee or agent of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.

         6.3      PAYMENT OF EXPENSES IN ADVANCE

         Expenses incurred in defending any civil or criminal action

         or proceeding for which indemnification is required pursuant to Section
6.1 or for which indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the Board of Directors shall be paid by the corporation
in advance of the final disposition of such action or proceeding upon receipt of
an undertaking by or on behalf of the indemnified party to repay such amount if
it shall ultimately be determined that the indemnified party is not entitled to
be indemnified as authorized in this Article 6.

         6.4      INDEMNITY NOT EXCLUSIVE

         The indemnification provided by this Article 6 shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.

         6.5      INSURANCE INDEMNIFICATION

         The corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation against any liability asserted against or incurred by such
person in such capacity or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify him against such
liability under the provisions of this Article 6.

         6.6      CONFLICTS

         No indemnification or advance shall be made under this Article 6,
except where such indemnification or advance is mandated by law or the order,
judgment or decree of any court of competent jurisdiction, in any circumstance
where it appears:

                  (a)      That it would be inconsistent with a provision of the
Articles of Incorporation, these bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

                  (b)      That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.

                                      -16-



                                    ARTICLE 7

                               RECORDS AND REPORTS

         7.1      MAINTENANCE AND INSPECTION OF SHARE REGISTER

         The corporation shall keep either at its principal executive office or
at the office of its transfer agent or registrar (if either be appointed), as
determined by resolution of the board of directors, a record of its shareholders
listing the names and addresses of all shareholders and the number and class of
shares held by each shareholder.

         A shareholder or shareholders of the corporation who holds at least
five percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who holds at least one percent (1%) of such voting shares and has
filed a Schedule 14B with the Securities and Exchange Commission relating to the
election of directors, may (i) inspect and copy the records of shareholders'
names, addresses, and shareholdings during usual business hours on five (5)
days' prior written demand on the corporation, (ii) obtain from the transfer
agent of the corporation, on written demand and on the tender of such transfer
agent's usual charges for such list, a list of the names and addresses of the
shareholders who are entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which that list has been
compiled or as of a date specified by the shareholder after the date of demand.
Such list shall be made available to any such shareholder by the transfer agent
on or before the later of five (5) days after the demand is received or five (5)
days after the date specified in the demand as the date as of which the list is
to be compiled.

         The record of shareholders shall also be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate, at
any time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate.

         Any inspection and copying under this Section 7.1 may be made in person
or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.

         7.2      MAINTENANCE AND INSPECTION OF BYLAWS

         The corporation shall keep at its principal executive office or, if its
principal executive office is not in the State of California, at its principal
business office in California the original or a copy of these bylaws as amended
to date, which bylaws shall be open to inspection by the shareholders at all
reasonable times during office hours. If the principal executive office of the
corporation is outside the State of California and the corporation has no
principal business office in such state, then the secretary shall, upon the
written request of any shareholder, furnish to that shareholder a copy of these
bylaws as amended to date.

                                      -17-



         7.3      MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS

         The accounting books and records and the minutes of proceedings of the
shareholders, of the board of directors, and of any committee or committees of
the board of directors shall be kept at such place or places as are designated
by the board of directors or, in absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in written form,
and the accounting books and records shall be kept either in written form or in
any other form capable of being converted into written form.

         The minutes and accounting books and records shall be open to
inspection upon the written demand of any shareholder or holder of a voting
trust certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. The inspection may be made in person or by
an agent or attorney and shall include the right to copy and make extracts. Such
rights of inspection shall extend to the records of each subsidiary corporation
of the corporation.

         7.4      INSPECTION BY DIRECTORS

         Every director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of every kind as well as the physical
properties of the corporation and each of its subsidiary corporations. Such
inspection by a director may be made in person or by an agent or attorney. The
right of inspection includes the right to copy and make extracts of documents.

         7.5      ANNUAL REPORT TO SHAREHOLDERS; WAIVER

         The board of directors shall cause an annual report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of the
fiscal year adopted by the corporation. Such report shall be sent at least
fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days)
before the annual meeting of shareholders to be held during the next fiscal year
and in the manner specified in Section 2.5 of these bylaws for giving notice to
shareholders of the corporation.

         The annual report shall contain (i) a balance sheet as of the end of
the fiscal year, (ii) an income statement, (iii) a statement of changes in
financial position for the fiscal year, and (iv) any report of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the corporation that the statements were prepared without audit from
the books and records of the corporation.

         The foregoing requirement of an annual report shall be waived so long
as the shares of the corporation are held by fewer than one hundred (100)
holders of record.

         7.6      FINANCIAL STATEMENTS

         If no annual report for the fiscal year has been sent to shareholders,
then the corporation shall, upon the written request of any shareholder made
more than one hundred twenty (120) days after the

                                      -18-



close of such fiscal year, deliver or mail to the person making the request,
within thirty (30) days thereafter, a copy of a balance sheet as of the end of
such fiscal year and an income statement and statement of changes in financial
position for such fiscal year.

         If a shareholder or shareholders holding at least five percent (5%) of
the outstanding shares of any class of stock of the corporation makes a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and for a
balance sheet of the corporation as of the end of that period, then the chief
financial officer shall cause that statement to be prepared, if not already
prepared, and shall deliver personally or mail that statement or statements to
the person making the request within thirty (30) days after the receipt of the
request. If the corporation has not sent to the shareholders its annual report
for the last fiscal year, the statements referred to in the first paragraph of
this Section 7.6 shall likewise be delivered or mailed to the shareholder or
shareholders within thirty (30) days after the request.

         The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or by the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

         7.7      REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation, or
any other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.

                                    ARTICLE 8

                                 GENERAL MATTERS

         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

         For purposes of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
shareholders entitled to exercise any rights in respect of any other lawful
action (other than action by shareholders by written consent without a meeting),
the board of directors may fix, in advance, a record date, which shall not be
more than sixty (60) days before any such action. In that case, only
shareholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights,

                                      -19-



or to exercise such rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date so fixed,
except as otherwise provided in the Code.

         If the board of directors does not so fix a record date, then the
record date for determining shareholders for any such purpose shall be at the
close of business on the day on which the board adopts the applicable resolution
or the sixtieth (60th) day before the date of that action, whichever is later.

         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

         From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

         8.3      CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

         The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

         8.4      CERTIFICATES FOR SHARES

         A certificate or certificates for shares of the corporation shall be
issued to each shareholder when any of such shares are fully paid. The board of
directors may authorize the issuance of certificates for shares partly paid
provided that these certificates shall state the total amount of the
consideration to be paid for them and the amount actually paid. All certificates
shall be signed in the name of the corporation by the chairman of the board or
the vice chairman of the board or the president or a vice president and by the
chief financial officer or an assistant treasurer or the secretary or an
assistant secretary, certifying the number of shares and the class or series of
shares owned by the shareholder. Any or all of the signatures on the certificate
may be facsimile.

         In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on a certificate ceases to be that
officer, transfer agent or registrar before that certificate is issued, it may
be issued by the corporation with the same effect as if that person were an
officer, transfer agent or registrar at the date of issue.

                                      -20-



         8.5      LOST CERTIFICATES

         Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board
may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

         8.6      CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Code shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                    ARTICLE 9

                                   AMENDMENTS

         9.1      AMENDMENT BY SHAREHOLDERS

         New bylaws may be adopted or these bylaws may be amended or repealed by
the vote or written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the articles of incorporation of
the corporation set forth the number of authorized directors of the corporation,
then the authorized number of directors may be changed only by an amendment of
the articles of incorporation.

         9.2      AMENDMENT BY DIRECTORS

         Subject to the rights of the shareholders as provided in Section 9.1 of
these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the
authorized number of directors (except to fix the authorized number of directors
pursuant to a bylaw providing for a variable number of directors), may be
adopted, amended or repealed by the board of directors.

                                      -21-



                            CERTIFICATE OF SECRETARY

         I, the undersigned, do hereby certify:

         (1)      That I am the duly elected and acting Secretary of Viking
Components Incorporated, a California corporation; and

         (2)      That the foregoing Amended and Restated Bylaws, comprising
twenty-one (21) pages, besides this page, constitute the Bylaws of this
Corporation as duly adopted by the Sole Shareholder in resolutions as of
November 25, 2002.

         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of the Corporation this 25th day of November, 2002.

                                      /s/  Michael M. Sullivan
                                    -------------------------------------------
                                    Secretary

EX-3.2.19

                                                                  EXHIBIT 3.2.19

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                               SANMINA TEXAS, L.P.
                           A TEXAS LIMITED PARTNERSHIP

                           DATED AS OF JANUARY 5, 2000

THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT OF LIMITED
PARTNERSHIP HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE TEXAS SECURITIES ACT
OR OTHER SIMILAR STATE STATUTES IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS
PROVIDED IN THOSE STATUTES. THE SALE OR OTHER DISPOSITION OF THE LIMITED
PARTNERSHIP INTERESTS IS RESTRICTED, AS SET FORTH IN THIS LIMITED PARTNERSHIP
AGREEMENT, AND IN ANY EVENT IS PROHIBITED UNLESS THE GENERAL PARTNER RECEIVES AN
OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER AND ITS COUNSEL THAT SUCH
SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE STATUTES. BY ACQUIRING THE
LIMITED PARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT OF LIMITED
PARTNERSHIP, THE LIMITED PARTNER REPRESENTS THAT IT WILL NOT SELL OR OTHERWISE
DISPOSE OF ITS LIMITED PARTNERSHIP INTEREST WITHOUT REGISTRATION OR OTHER
COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER
AND THE TERMS AND PROVISIONS OF THIS AGREEMENT.



                                TABLE OF CONTENTS



                                                                                           PAGE
                                                                                           ----
                                                                                        
ARTICLE I THE PARTNERSHIP................................................................    1

         1.1      Definitions............................................................    1
         1.2      Organization...........................................................    4
         1.3      Partnership Name.......................................................    4
         1.4      Purpose................................................................    5
         1.5      Principal Place of Business............................................    5
         1.6      Term...................................................................    5
         1.7      Filings; Agent for Service of Process..................................    5
         1.8      Independent Activities.................................................    6

ARTICLE II PARTNERS' CAPITAL CONTRIBUTIONS...............................................    6

         2.1      Maintenance of Capital Accounts........................................    6
         2.2      General Partner........................................................    7
         2.3      Limited Partner........................................................    7
         2.4      Other Matters..........................................................    7
         2.5      Additional Contributions...............................................    7

ARTICLE III ALLOCATIONS..................................................................    7

         3.1      Profits................................................................    7
         3.2      Losses.................................................................    8
         3.3      Other Allocation Rules.................................................    8

ARTICLE IV DISTRIBUTIONS.................................................................    9

         4.1      In General.............................................................    9
         4.2      Net Cash From Operations...............................................    9
         4.3      Net Cash From Sales or Refinancings....................................    9
         4.4      Amounts Withheld.......................................................    9
         4.5      Discretion of General Partner..........................................    9

ARTICLE V MANAGEMENT.....................................................................   10

         5.1      Authority of the General Partner.......................................   10
         5.2      Right to Rely on General Partner.......................................   11
         5.3      Restrictions on Authority of General Partner...........................   12
         5.4      Duties and Obligations of General Partner..............................   12
         5.5      Indemnification of Certain Persons.....................................   13
         5.6      Compensation and Loans.................................................   14
         5.7      Operation Restrictions.................................................   14

ARTICLE VI ROLE OF LIMITED PARTNER.......................................................   14

         6.1      Rights or Powers.......................................................   14
         6.2      Voting Rights..........................................................   14


                                      -i-



                                TABLE OF CONTENTS



                                                                                           PAGE
                                                                                           ----
                                                                                        
ARTICLE VII BOOKS AND RECORDS............................................................   14

         7.1      Books and Records......................................................   14
         7.2      Annual Reports.........................................................   15
         7.3      Tax Information........................................................   15

ARTICLE VIII AMENDMENTS AND MEETINGS.....................................................   15

         8.1      Amendments.............................................................   15
         8.2      Meetings of the Partners...............................................   16

ARTICLE IX TRANSFERS OF INTERESTS........................................................   16

         9.1      Admission of New Partners..............................................   16
         9.2      Restriction on Transfers...............................................   16
         9.3      Notice of Transfers of Partnership Interests...........................   17
         9.4      Prohibited Transfers...................................................   17
         9.5      Right of Transferee to Become a Partner................................   17
         9.6      Right of Partner to Assign Partner's Interest..........................   17

ARTICLE X GENERAL PARTNERS...............................................................   17

         10.1     Additional General Partners............................................   17
         10.2     Resignation and Removal of the General Partner; Conversion of General
                  Partnership Interest...................................................   18
         10.3     Covenant Not to Withdraw, Transfer or Dissolve.........................   18

ARTICLE XI WITHDRAWAL AND WINDING UP.....................................................   19

         11.1     Withdrawal by a Partner................................................   19
         11.2     Redemption of Withdrawing Partner's Interest if Partnership Not
                  Wound Up...............................................................   19
         11.3     Distribution in Liquidation of a Partner's Interest....................   19
         11.4     Liquidating Events.....................................................   20
         11.5     Winding Up.............................................................   20
         11.6     No Additional Compensation.............................................   21
         11.7     Compliance With Timing Requirements of Regulations.....................   21
         11.8     Consequences of a Tax Termination......................................   21
         11.9     Rights of Limited Partner..............................................   21

ARTICLE XII POWER OF ATTORNEY............................................................   22

         12.1     General Partner as Attorney-In-Fact....................................   22
         12.2     Nature of Special Power................................................   22

ARTICLE XIII MISCELLANEOUS...............................................................   23

         13.1     Notices................................................................   23
         13.2     Binding Effect.........................................................   23


                                      -ii-



                                TABLE OF CONTENTS



                                                                                           PAGE
                                                                                           ----
                                                                                        
         13.3     Construction...........................................................   23
         13.4     Headings...............................................................   23
         13.5     Severability...........................................................   23
         13.6     Incorporation by Reference.............................................   23
         13.7     Further Action.........................................................   24
         13.8     Variation of Pronouns..................................................   24
         13.9     Governing Law..........................................................   24
         13.10    Waiver of Action for Partition.........................................   24
         13.11    Counterpart Execution..................................................   24
         13.12    Sole and Absolute Discretion...........................................   24


                                     -iii-



                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                               SANMINA TEXAS, L.P.
                           A TEXAS LIMITED PARTNERSHIP

                           DATED AS OF JANUARY 5, 2000

THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT OF LIMITED
PARTNERSHIP HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE TEXAS SECURITIES ACT
OR OTHER SIMILAR STATE STATUTES IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS
PROVIDED IN THOSE STATUTES. THE SALE OR OTHER DISPOSITION OF THE LIMITED
PARTNERSHIP INTERESTS IS RESTRICTED, AS SET FORTH IN THIS LIMITED PARTNERSHIP
AGREEMENT, AND IN ANY EVENT IS PROHIBITED UNLESS THE GENERAL PARTNER RECEIVES AN
OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER AND ITS COUNSEL THAT SUCH
SALE OR OTHER DISPOSITION' CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE STATUTES. BY ACQUIRING THE
LIMITED PARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT OF LIMITED
PARTNERSHIP, THE LIMITED PARTNER REPRESENTS THAT IT WILL NOT SELL OR OTHERWISE
DISPOSE OF ITS LIMITED PARTNERSHIP INTEREST WITHOUT REGISTRATION OR OTHER
COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER
AND THE TERMS AND PROVISIONS OF THIS AGREEMENT.



                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                               SANMINA TEXAS, L.P.

                           A TEXAS LIMITED PARTNERSHIP

         This AGREEMENT OF LIMITED PARTNERSHIP is made effective as of January
5, 2000, among the General Partner and the Limited Partner identified in Exhibit
"A" hereto pursuant to the provisions of the Texas Revised Limited Partnership
Act on the following terms and conditions:

                                   ARTICLE I

                                 THE PARTNERSHIP

         1.1      Definitions. Capitalized words and phrases used in this
Agreement have the following meanings:

                  (a)      "Act" means the Texas Revised Limited Partnership
Act, as set forth in Article 6132a-1 of Vernon's Civil Statutes, as amended from
time to time (or any corresponding provisions of succeeding law).

                  (b)      "Adjusted Capital Account Deficit" means the negative
balance, if any, of a Partner's Capital Account after all adjustments thereto
have been made under this Partnership Agreement, other than the adjustments
required under Section 3.3(b) hereof and after the Partner's Capital Account
balance has been -

                           (i)      increased by any amounts which the Partner
is obligated to restore pursuant to any provision of this Partnership Agreement
or is deemed to be obligated to restore pursuant to the penultimate sentences of
Treas. Regs. Sections 1.704-2(g)(1) and 1.70472(i)(5), and

                           (ii)     decreased by any amounts described in Treas.
Regs. Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6).

                  (c)      "Available Cash" means cash on hand in the
Partnership after the payment of, or provision for the payment of, all of the
Partnership's obligations then due and after the establishment of such reserves
as the General Partner may think appropriate for all debts, expenses, capital
expenditures, and contingencies of the Partnership.

                  (d)      "Affiliate" of a Partner means an entity directly or
indirectly controlling, controlled by or under common control with that Partner
where control means the ownership or control, directly or indirectly, of more
that fifty percent (50%) of all of the voting power of the shares (or other
securities or rights) entitled to vote for the election of directors or other
governing



authority, as of the date of this Agreement or hereafter during the
term of this Agreement; provided that such entity shall be considered an
Affiliate only for the time during which such control exists.

                  (e)      "Agreement" or "Partnership Agreement" means this
Agreement of Limited Partnership, as amended from time to time.

                  (f)      "Capital Account" means, with respect to any Partner,
the capital account maintained for such Partner in accordance with the
provisions of Section 2.1 of this Agreement.

                  (g)      "Capital Contributions" means, with respect to any
Partner, the amount of money and the initial Gross Asset Value of any property
(other than money) contributed to the Partnership with respect to the Interest
in the Partnership held by such Partner.

                  (h)      "Code" means the Internal Revenue Code of 1986, as
amended from time to time (or any corresponding provisions of succeeding law).

                  (i)      "Depreciation" means, for each fiscal year or other
period, an amount equal to the depreciation, amortization, or other cost
recovery deduction allowable with respect to an asset for such year or other
period.

                  (j)      "General Partner" means each Person who from time to
time (i) is identified as such on Exhibit "A" to this Agreement or has become a
General Partner pursuant to the terms of this Agreement and (ii) has not ceased
to be a General Partner pursuant to the terms of this Agreement.

                  (k)      "Gross Asset Value" means, with respect to any asset,
the asset's adjusted basis for federal income tax purposes, except as follows:

                           (i)      Except as provided in clause (iv) below, the
initial Gross Asset Value of any asset contributed by a Partner to the
Partnership shall be the gross fair market value of such asset on the date of
contribution, as determined by the contributing Partner and the Partnership;

                           (ii)     The Gross Asset Values of all Partnership
assets shall be adjusted to equal their respective gross fair market values, as
determined by the General Partner with the agreement of the Limited Partner, as
of the following times: (a) the acquisition of an additional interest in the
Partnership by any new or existing Partner in exchange for more than a de
minimis Capital Contribution; (b) the distribution by the Partnership to a
Partner of more than a de minimis amount of property as consideration for an
interest in the Partnership; and (c) the liquidation of the Partnership within
the meaning of Treas. Reg, Section 1.704-1(b)(2)(ii)(g); provided, however,
that adjustments pursuant to clauses (a) and (b) above shall be made only if the
General Partner reasonably determines that such adjustments are necessary or
appropriate to reflect the relative economic interests of the Partners in the
Partnership. For purposes of this clause (ii) Partnership assets being adjusted
shall include receivables, payables and other items in which the Partnership has
unrealized income or deductions and the fair market value of such items shall be
their face amounts;

                                      -2-



                           (iii)    Except as provided in clause (v) below, the
Gross Asset Value of any Partnership asset distributed to any Partner shall be
the gross fair market value of such asset on the date of distribution as
determined by the Partnership and the Partner to whom the asset is distributed;

                           (iv)     The Gross Asset Value of any promissory note
contributed to the Partnership by a Partner who is the maker of the note shall
be zero, and except as provided in Section 2.1 (e) the contributing Partner's
Capital Account will be subsequently credited with the amount of any principal
payments received on the note by the Partnership or the amount received by the
Partnership upon a taxable disposition of the note. The preceding sentence shall
not apply to any promissory note that is readily tradeable on an established
securities market; and

                           (v)      The Gross Asset Value of any promissory note
made by the Partnership and distributed to a Partner will be zero, and except as
provided in Section 2.1 (e) that Partner's Capital Account will be subsequently
debited with the amount of any principal payments received by him on the note or
the amount received by him upon a taxable disposition of the note. The preceding
sentence shall not apply to any, promissory note that is readily tradeable on an
established securities market.

                  (l)      "Interest" means an ownership interest in the
Partnership held by a Person pursuant to this Agreement representing a
percentage of the total partnership interests, including any and all benefits to
which the holder of such an Interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the terms
and provisions of this Agreement and applicable law.

                  (m)      "Limited Partner" means any Person from time to time
(i) whose name is set forth in Exhibit "A" hereto or who has become a Limited
Partner pursuant to the terms of this Agreement, and (ii) who holds an Interest.
"Limited Partners" means all such Persons.

                  (n)      "Majority in Interest of the Partners" at any time
means Partners whose voting rights have not been suspended and whose aggregate
Capital Account balances exceed 50% of the aggregate Capital Account balances of
all Partners at such time.

                  (o)      "Net Cash From Operations" means the gross cash
proceeds from Partnership operations less the, portion thereof used to pay or
establish reserves for all Partnership expenses, debt payments, capital
improvements, replacements, and contingencies, all as determined by the General
Partner.

                  (p)      "Net Cash from Sales or Refinancings" means the net
cash proceeds from all sales and other dispositions (other than in the ordinary
course of business) and all refinancings of Property, less any portion thereof
used to establish reserves, all as determined by the General Partner. "Net Cash
From Sales or Refinancings" shall include all principal and interest payments
with respect to any note or other obligation received by the Partnership in
connection with sales and other dispositions (other than in the ordinary course
of business) of Partnership Property.

                                      -3-



                  (q)      "Partners" means the General Partner and the Limited
Partner, where no distinction is required by the context in which the term is
used herein. "Partner" means any one of the Partners.

                  (r)      "Partner Obligation" means the obligation, if any, of
a Partner to make additional Capital Contributions, to restore the negative
balance of his Capital Account, to compensate the Partnership or its other
Partners for any damages resulting from the Partner's acts or omissions, or to
pay any other amount due and owing to the Partnership.

                  (s)      "Partnership" means the partnership formed pursuant
to this Agreement and the partnership continuing the business of this
Partnership in the event of dissolution as herein provided.

                  (t)      "Person" means any individual, partnership,
corporation, trust, governmental unit, or other entity.

                  (u)      "Profits" and "Losses" means, for each fiscal year or
other period, an amount equal to the Partnership's taxable income or loss for
such year or period, determined in accordance with Code Section 703(a),
increased by tax exempt income and decreased by items described in Section
705(a)(2)(B) of the Code, provided however that if any property is carried on
the books of the Partnership at a value that differs from that property's
adjusted basis for tax purposes, gain, loss, depreciation, and amortization with
respect to such property shall be computed by reference to the book basis of
such property, consistently with the requirements of Regulations Section
1.704-1(b)(2)(iv)(g); and provided further that any item allocated under Section
3.3 shall be excluded from the computation of Profits and Losses.

                  (v)      "Property" means all real and personal property
acquired by the Partnership and any improvements thereto, and shall include both
tangible and intangible property.

                  (w)      "Regulations" means the Income Tax Regulations,
including Temporary Regulations, promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

                  (x)      "Sharing Percentage" means a Partner's allocable
share, expressed as a percentage as shown on Exhibit "A" of an indicated item of
profit, income, gain, loss, expense, deduction, or other allocable item of the
Partnership.

         1.2      Organization. The Partners hereby agree to organize the
Partnership as a limited partnership pursuant to the provisions of the Act and
upon the terms and conditions set forth in this Agreement.

         1.3      Partnership Name. The name of the Partnership shall be Sanmina
Texas, L.P. The General Partner may change the name of the Partnership upon 10
days notice to the Limited Partner. The Partnership shall hold all of its
property in the name of the Partnership and not in the name of

                                      -4-



any Partner. All business of the Partnership shall be conducted in the
Partnership name or in one or more assumed names selected by the General Partner
from time to time.

         1.4      Purpose. The purpose of the Partnership is:

                  (a)      to engage in any lawful act or activity for which
limited partnerships may be organized under the Business Corporation Act of the
State of Texas;

                  (b)      to enter into any other lawful investment or business
enterprise; and

                  (c)      to conduct any and all activities normally undertaken
by an owner of property in relation or incidental to the property held by the
Partnership; and

                  (d)      to conduct any other purpose or activity as the
Partners shall agree which is permissible under the laws of the State of Texas.

         1.5      Principal Place of Business. The principal place of business
of the Partnership shall be 1201 W. Crosby Road, Carrollton, Texas, 75006. The
General Partner may change the principal place of business of the Partnership to
any other place within the State of Texas upon 10 days' notice to the Limited
Partner.

         1.6      Term. The term of the Partnership shall commence on the later
of December 31, 1999 or the date the certificate of limited partnership (the
"Certificate") is filed in the office of the Secretary of State of Texas in
accordance with the Act and shall continue until the winding up and liquidation
of the Partnership as provided in Article XI hereof. Prior to the time that the
Certificate is filed, no Person shall represent to third parties the existence
of the Partnership or hold himself out as a Partner.

         1.7      Filings; Agent for Service of Process.

                  (a)      The General Partner shall cause the Certificate to be
filed in the office of the Secretary of State of Texas in accordance with the
provisions of the Act. The General Partner shall take any and all other actions
reasonably necessary to perfect and maintain the status of the Partnership as a
limited partnership under the laws of Texas. The General Partner shall cause
amendments to the Certificate to be filed whenever required by the Act.

                  (b)      The General Partner shall execute and cause to be
filed original or amended Certificates and shall take any and all other actions
as may be reasonably necessary to perfect and maintain the status of the
Partnership as a limited partnership or similar type of entity under the laws of
any other states or jurisdictions in which the Partnership engages in business.

                  (c)      The agent for service of process on the Partnership
shall be C T Corporation System, 811 Dallas Avenue, Houston, Texas, 77002, or
any successor as appointed by the General Partner.

                                      -5-



                  (d)      Upon the dissolution of the Partnership, the General
Partner, (or, in the event there is no remaining General Partner, any Person
elected pursuant to Section 11.5 hereof) shall promptly execute and cause to be
filed certificates of dissolution in accordance with the Act and the laws of any
other states or jurisdictions in which the Partnership has filed certificates.

         1.8      Independent Activities. The General Partner and the Limited
Partner may, notwithstanding this Agreement, engage in whatever activities they
choose, whether the same or competitive with those of the Partnership or
otherwise, without having or incurring any obligation to offer any interest in
such activities to the Partnership or any Partner.

                                   ARTICLE II

                         PARTNERS' CAPITAL CONTRIBUTIONS

         2.1      Maintenance of Capital Accounts. A separate Capital Account
shall be maintained on the books of the Partnership for each Partner as follows:

                  (a)      To each Partner's Capital Account there shall be
credited such Partner's Capital Contributions, such Partner's allocable share of
Profits, and any items in the nature of income or gain which are specially
allocated pursuant to Section 3.3 hereof, and the amount of any Partnership
liabilities assumed by such Partner or which are secured by any property
distributed to such Partner.

                  (b)      To each Partner's Capital Account there shall be
debited the amount of cash and the Gross Asset Value of any property distributed
to such Partner from the Partnership, such Partner's allocable share of Losses,
and any items in the nature of expenses or losses which are specially allocated
pursuant to Section 3.3 hereof, and the amount of any liabilities of such
Partner assumed by the Partnership or which are secured by any property
contributed by such Partner to the Partnership.

                  (c)      Each Partner's Capital Account shall be adjusted in
accordance with Treas. Regs. Sections 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)
(iv)(g) if the Gross Asset Value of any asset is adjusted.

                  (d)      In the event all or a portion of an interest in the
Partnership is transferred in accordance with the terms of this Agreement, the
respective Capital Accounts of the transferee and transferor shall be adjusted
in accordance with Treas. Regs. Section 1.704-1(b)(2)(iv)(1).

                  (e)      Upon the liquidation of a Partner's Interest, the
Partner's Capital Account will be debited or credited, as appropriate, for the
fair market value of certain promissory notes in accordance with Treas. Regs.
Sections 1.704-1(b)(2)(iv)(d)(2) and 1.704-1(b)(2)(iv)(e)(2).

                  (f)      Each Partner's Capital Account shall be adjusted as
required by Treas. Regs. Section 1.704-1(b)(2)(iv)(k) for depletion and gain or
loss with respect to the Partnership's oil and gas properties.

                                      -6-



         The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Treas. Regs. Section 1.704-1(b), and shall be interpreted and applied in a
manner consistent with such Regulations.

         2.2      General Partner. The names, addresses, Capital Contributions,
and Sharing Percentages of the General Partners are as set forth in Exhibit "A"
attached hereto.

         2.3      Limited Partner. The names, addresses, Capital Contributions,
and Sharing Percentages of the Limited Partner are as set forth in Exhibit "A"
hereto.

         2.4      Other Matters.

                  (a)      Except as otherwise provided in this Agreement, no
Partner shall demand or receive a return of his Capital Contributions or
withdraw capital from the Partnership without the consent of all Partners. Under
circumstances requiring a return of any Capital Contributions, no Partner shall
have the right to receive property other than cash except as may be specifically
provided herein.

                  (b)      No Partner shall receive any interest. on, or salary
or drawing with respect to, his Capital Contributions or his Capital Account
except as otherwise provided in this Agreement.

                  (c)      Except as otherwise provided by this Agreement or by
an assumption agreement, no Limited Partner shall be liable for the debts,
liabilities, contracts or any other obligations of the Partnership in his
capacity as a Limited Partner. Except as otherwise provided by this Agreement,
by any other agreements among the Partners, or by applicable state law, a
Limited Partner shall be liable only to make his Capital Contributions and shall
not be required to lend any funds to the Partnership or, after his Capital
Contributions have been paid, to make any additional contributions to the
Partnership.

         2.5      Additional Contributions. The Partners shall be required to
make additional Capital Contributions from time to time as follows: the General
Partner may require the Partners to make additional contributions to the capital
of the Partnership by sending each Partner written notice stating the amount of
additional capital needed and the reasons therefor. Within thirty (30) days
after the receipt of such notice each Partner shall contribute to the
Partnership the total capital needed multiplied by the Partner's Sharing
Percentage.

                                  ARTICLE III

                                  ALLOCATIONS

         3.1      Profits. After giving effect to the special allocations set
forth in Section 3.3 hereof, Profits for any fiscal year shall be allocated as
follows:

                  (a)      First, all Profits shall be allocated in percentages
equal to each Partner's (General Partner and Limited Partner) Sharing
Percentage.

                                      -7-



                  (b)      Thereupon, the Profits thereby allocated to the
Limited Partner shall be immediately reallocated to the General Partner to the
extent that any Losses theretofore allocated away from that Limited Partner and
to the General Partner pursuant to Section 3.2(b) have not been offset by
previous reallocations under this Section 3.1(b). All Profits allocable to the
General Partner under this Section 3.1(b) shall be allocated among the General
Partner in direct proportion to the then balance of the General Partner's
previous allocations under Section 3.2(b) less his previous allocations under
this Section 3.1(b).

         3.2      Losses. After giving effect to the special allocations set
forth in Section 3.3 hereof, Losses for any fiscal year shall be allocated as
set forth in Section 3.2(a) below, subject to the limitation in Section 3.2(b)
below.

                  (a)      Losses for any fiscal year shall be allocated in
percentages equal to each Partner's (General Partner and Limited Partner)
Sharing Percentage.

                  (b)      The Losses allocated to the Limited Partner pursuant
to Section 3.2(a) hereof shall not exceed the maximum amount of Losses that can
be so allocated without causing that Limited Partner to have an Adjusted Capital
Account Deficit at the end of the fiscal year in which the allocation is made.
All Losses in excess of the limitations set forth in this Section 3.2(b) shall
be allocated among the General Partner in direct proportion to its respective
Sharing Percentages as General Partner.

         3.3      Other Allocation Rules.

                  (a)      For purposes of determining the Profits, Losses, or
any other items allocable to any period, Profits, Losses, and any such other
items shall be determined on a daily, monthly, or other basis, as determined by
the General Partner using any permissible method under Code Section 706 and the
Regulations thereunder.

                  (b)      For purposes of determining a Partner's proportionate
share of the "excess nonrecourse liabilities" of the Partnership within the
meaning of Treas. Regs. Section 1.752-3, the Partners' interests in Partnership
profits are as set forth in Section 3.1 (a) above.

                  (c)      Tax Allocations: Code Section 704(c). In accordance
with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and
deduction with respect to any property contributed to the capital of the
Partnership (including those subsequently contributed by the Partnership to
another entity taxable as a partnership under the Code) shall, solely for tax
purposes, be allocated among the Partners so as to take account of any variation
between the adjusted basis of such property to the Partnership for federal
income tax purposes and its initial Gross Asset Value (computed in accordance
with Section 1.1(j)(i) hereof).

         In the event the Gross Asset Value of any Partnership asset is adjusted
pursuant to Section 1.1(j)(ii) hereof, subsequent allocations of income, gain,
loss, and deduction with respect to such asset shall take account of any
variation between the adjusted basis of such asset for federal

                                      -8-



income tax purposes and its Gross Asset Value in the same manner as under Code
Section 704(c) and the Regulations thereunder.

         The General Partner may elect in its discretion to use curative
allocations or the remedial allocation method, as permitted by Treas.
Regs. Section 1.704-3, in association with any allocation pursuant to this
Section 3.5.

         In the event that a Partner contributes to the Partnership property as
to which the disparity between its adjusted basis for federal income tax
purposes and its Gross Asset Value is small, within the meaning of Treas. Regs.
Section 1.704-3(e)(1), the General Partner may in its discretion disregard this
Section 3.5 or defer its application until the Partnership disposes of such
property.

         Any elections or other decisions relating to such allocations shall be
made by the General Partner in any manner that reasonably reflects the purpose
and intention of this Agreement and conforms to the requirements of Treas. Reg.
Section 1.704-3. Allocations pursuant to this Section 3.5 are solely for
purposes of federal, state, and local taxes and shall not affect, or in any way
be taken into account in computing, any Partner's Capital Account or share of
Profits, Losses, other items, or distributions pursuant to any provision of this
Agreement.

                                   ARTICLE IV

                                  DISTRIBUTIONS

         4.1      In General. Except as otherwise specifically provided in the
Agreement, Available Cash shall be distributed from time to time as the General
Partner may determine in its discretion in percentages equal to each Partner's
(General Partner and Limited Partner) Sharing Percentage.

         4.2      Net Cash From Operations. Except as otherwise provided in
Article XI hereof, Net Cash From Operations, if any, shall be distributed at
such times as the General Partner in its sole discretion may determine in the
following proportions: ninety-nine per cent (99%) to the Limited Partner; one
per cent (1%) to the. General Partner.

         4.3      Net Cash From Sales or Refinancings. Except as otherwise
provided in Article XI hereof, Net Cash From Sales or Refinancings shall be
distributed at such times as the General Partner in its sole discretion may
determine in the following proportions ninety-nine percent (99%) to the Limited
Partner; one percent (1%) to the General Partner.

         4.4      Amounts Withheld. All amounts withheld pursuant to the Code or
any provision of any state or local tax law with respect to any payment or
distribution to a Partner shall be treated as amounts distributed to that
Partner pursuant to this Article IV for all purposes under this Agreement. The
General Partner may allocate any such amounts among the Partners in any manner
that is in accordance with applicable law.

         4.5      Discretion of General Partner. The Partners intend to
authorize the General Partner to use broad discretion with respect to the
investment, reinvestment and distribution of the Partnership

                                      -9-



assets; provided, however, notwithstanding any provision herein to the contrary,
the General Partner may not withhold any distribution of funds to the Partners
which would violate the General Partner's fiduciary duty under the Act.

                                   ARTICLE V

                                   MANAGEMENT

         5.1      Authority of the General Partner. The General Partner shall
have the sole and exclusive right to manage the business of the Partnership and
shall have all of the rights and powers which may be possessed by general
partners under the Act including, without limitation the right and power to:

                  (a)      acquire by purchase, lease, like-kind exchange or
otherwise any real or personal property which may be necessary, convenient, or
incidental to the accomplishment of the purposes of the Partnership including
the authority to lease or acquire real and personal property from the General
Partner or the Limited Partner;

                  (b)      operate, maintain, finance, improve, construct, own,
grant options with respect to, sell, convey, assign, mortgage, and lease any
real estate and any personal property necessary, convenient, or incidental to
the accomplishment of the purposes of the Partnership, including the sale of
real estate and personal property to the General Partner or the Limited Partner,
and the loan of Partnership funds to third parties, the General Partner, or the
Limited Partner;

                  (c)      make and execute any and all agreements, contracts,
promissory notes, loan agreements, security agreements, financing statements,
collateral pledges, trust deeds, mortgages, deeds, easements, affidavits,
leases, assignments, bills of sale, contracts, certifications, and other
instruments necessary or convenient in connection with the acquisition,
disposition, encumbrance, development, management, maintenance, and operation of
the Property, or in connection with managing the affairs of the Partnership,
including executing amendments to the Agreement and the Certificate in
accordance with the terms of the Agreement, pursuant to any power of attorney
granted by the Limited Partner to the General Partner;

                  (d)      borrow money from third parties, the General Partner,
or the Limited Partner and issue evidences of indebtedness necessary,
convenient, or incidental to the accomplishment of the purposes of the
Partnership, and secure the same by mortgage, pledge, or other lien on any
Property;

                  (e)      prepay in whole or in part, refinance, recast,
increase, modify, or extend any liabilities affecting the Property and in
connection therewith execute any extensions or renewals of encumbrances on any
or all of the Property;

                  (f)      care for and distribute funds to the Partners by way
of cash, income, return of capital, or otherwise, all in accordance with the
provisions of this Agreement, and perform all matters in furtherance of the
objectives of the Partnership or this Agreement;

                                      -10-



                  (g)      contract on behalf of the Partnership for the
employment and services of employees and/or independent contractors (which may
include any Partner or an affiliate of any Partner), such as property managers,
investment managers or advisers, lawyers, and accountants, and delegate to such
Persons the duty to manage or supervise any of the assets or operations of the
Partnership;

                  (h)      engage in any kind of activity and perform and carry
out contracts of any kind (including contracts of insurance covering risks to
the Partnership's property or activities and General Partner liability)
necessary or incidental to, or in connection with, the accomplishment of the
purposes of the Partnership, as may be lawfully carried on or performed by a
partnership under the laws of each state in which the Partnership is then formed
or qualified;

                  (i)      make any and all elections for federal, state, and
local tax purposes including, without limitation, any election, if permitted by
applicable law, to adjust the basis of Property pursuant to Code Sections 754,
734(b), and 743(b), or comparable provisions of state or local law, in
connection with transfers of Partnership interests and Partnership
distributions;

                  (j)      take, or refrain from taking, all actions, not
expressly proscribed or limited by this Agreement, as may be necessary or
appropriate to accomplish the purposes of the Partnership; and

                  (k)      institute, prosecute, defend, settle, compromise, and
dismiss lawsuits or other judicial or administrative proceedings brought on or
in behalf of, or against, the Partnership or the Partners in connection with
activities arising out of, connected with, or incidental to this Agreement, and
to engage counsel or others in connection therewith.

         5.2      Right to Rely on General Partner. Any Person dealing with the
Partnership may rely (without duty of further inquiry) upon a certificate signed
by the General Partner as to:

                  (a)      the identity of the General Partner and the Limited
Partner;

                  (b)      the existence or nonexistence of any fact or facts
which constitute a condition precedent to acts by a General Partner or which are
in any other manner germane to the affairs of the Partnership;

                  (c)      the Persons who are authorized to execute and deliver
any instrument or document of the Partnership; or

                  (d)      any act or failure to act by the Partnership or any
other matter whatsoever involving the Partnership or any Partner.

         The signature of an executive officer or other comparable
representative of the General Partner shall be sufficient to convey title to any
real property owned by the Partnership or to execute any promissory notes, loan
agreements, security agreements, financing statements, collateral pledges, trust
deeds, mortgages, deeds, easements, contracts, certificates, affidavits, leases,

                                      -11-



assignments, or other instruments of any kind, and all of the Partners agree
that a copy of this Agreement may be shown to the appropriate parties in order
to confirm the same. All of the Partners do hereby appoint the General Partner
as their attorney-in-fact for the execution of any or all of the documents
described in this Section 5.2.

         5.3      Restrictions on Authority of General Partner.

                  (a)      Without the consent of all of the Partners, no
General Partner shall have the authority to:

                           (i)      do any act in contravention of this
Agreement;

                           (ii)     do any act which would make it impossible to
carry on the business of the Partnership, except as otherwise provided in this
Agreement;

                           (iii)    knowingly perform any act that would subject
any Limited Partner to liability as a general partner in any jurisdiction;

                           (iv)     borrow any money from or lend any of the
Partnership funds to the General Partner or any Limited Partner pursuant to any
agreement or loan arrangement which contains interest rates, security
provisions, or repayment terms less favorable to the Partnership than those that
an independent third party lender or borrower (as the case may be) would
require; or

                           (v)      sell any Partnership assets to or buy any
real or personal property from the General Partner or any Limited Partner unless
the sales or purchase price is at fair market value and on terms to which an
independent seller or buyer (as the case may be) would agree.

                  (b)      Except as otherwise provided by this Agreement, no
Limited Partner in its capacity as such, shall have any right to participate in
the management or control of the Partnership or its business and affairs or to
act for or bind the Partnership in any way. Any Partner who acts beyond the
scope of the authority granted by this Agreement shall, in addition to any other
remedy available to the Partnership or the other Partners, be liable in damages
to the Partnership and each other Partner for any loss or damages that they may
incur or suffer as a consequence of such act.

         5.4      Duties and Obligations of General Partner.

                  (a)      The General Partner shall take all actions which may
be necessary or appropriate (i) for the continuation of the Partnership's valid
existence as a limited partnership under the laws of the State of Texas (and of
each other jurisdiction in which such existence is necessary to protect the
limited liability of the Limited Partner or to enable the Partnership to conduct
the business in which it is engaged) and (ii) for the accomplishment of the
Partnership's purposes, including the acquisition, development, maintenance,
preservation, and operation of the Partnership's property and business in
accordance with the provisions of this Agreement and applicable laws and
regulations.

                                      -12-



                  (b)      The General Partner shall devote to the Partnership
such time as may be necessary for the proper performance of all duties
hereunder, but the General Partner shall not be required to devote himself full
time to the performance of such duties.

                  (c)      The General Partner shall be under a duty to conduct
the affairs of the Partnership in the best interests of the Partnership and of
the Limited Partner, including the safekeeping and use of all of the Property
and the use thereof for the exclusive benefit of the Partnership, in accordance
with the standards applicable to partners in general partnerships as set forth
in Section 4.04 of the Texas Revised Partnership Act.

         5.5      Indemnification of Certain Persons.

                  (a)      Indemnification at the Discretion of the Partnership.
The Partnership shall indemnify any Person who was, is, or is threatened to be,
made a named defendant or respondent in a proceeding because the Person is or
was a partner, officer, employee, or agent of the Partnership or serving at the
request of the Partnership as a manager, officer, employee, or agent of any
other entity, as follows:

                           (i)      Such Person shall be indemnified against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses actually incurred by the Person in connection with the
proceeding; but, if the Person is found liable to the Partnership or is found
liable on the basis that personal benefit was improperly received by the Person,
the indemnification (1) is limited to reasonable expenses actually incurred by
the Person in connection with the proceeding and (2) shall not be made (even as
to expenses) in respect of any proceeding in which the Person shall have been
found liable for willful or intentional misconduct in the performance of his
duty to the Partnership.

                           (ii)     Such a Person shall be indemnified under
this Agreement only if it is determined that such Person conducted himself in
good faith and reasonably believed, in the case of conduct in his or her
official capacity, that his or her conduct was in the Partnership's best
interest, and in all other cases that his or her conduct was at least not
opposed to the Partnership's best interests. In the case of any criminal
proceeding, an additional determination must be made that such Person had no
reasonable cause to believe his or her conduct was unlawful.

                  (b)      Expenses Advanced. The Partnership shall pay or
reimburse in advance of the final disposition of a proceeding any reasonable
expenses incurred by a Partner, officer, employee, or agent of the Partnership,
or Person serving at the request of the Partnership as a manager, officer,
employee, or agent of any other entity who was, is, or is threatened to be, made
a named defendant or respondent in such a proceeding after the Partnership
receives a written affirmation by such Person of his or her good faith belief
that he or she has met the standard of conduct necessary for indemnification as
set forth herein and a written undertaking by or on behalf of the Person to
repay the amount paid or reimbursed if it is ultimately determined that he has
not met those requirements.

         The termination of a proceeding by judgment, order, settlement, or
conviction, or on a plea of nolo contendere or its equivalent is not of itself
determinative that the Person did not meet the

                                      -13-



requirements set forth herein. A Person shall be deemed to have been found
liable in respect of any claim, issue or matter only, after the Person shall
have been finally so adjudged by a court of competent jurisdiction and no
opportunity for appeal then exists.

                  (c)      Other Protection and Indemnification. The protection
and indemnification provided by this Agreement shall not be deemed exclusive of
any other rights to which such Person may be entitled, under any agreement,
insurance policy or vote of the Partners, or otherwise.

         5.6      Compensation and Loans.

                  (a)      Compensation and Reimbursement. Except as otherwise
provided in this Section 5.6 or in a separate agreement, no Partner shall
receive any salary, fee, or draw for services rendered to or on behalf of the
Partnership, nor shall any Partner be reimbursed for any expenses incurred by
such Partner on behalf of the Partnership.

                  (b)      Expenses. The General Partner may charge the
Partnership for any direct expenses reasonably incurred in connection with the
Partnership's business.

         5.7      Operation Restrictions. All property in the form of cash not
otherwise invested shall be deposited in one or more accounts maintained in the
name of the Partnership in such financial institutions as the General Partner
shall determine or shall be invested in short-term liquid securities or shall be
left in escrow and withdrawals shall be made only in the regular course of
Partnership business on such signature or signatures as the General Partner may
determine from time to time.

                                   ARTICLE VI

                             ROLE OF LIMITED PARTNER

         6.1      Rights or Powers. Except as otherwise set forth in Section 6.2
hereof, no Limited Partner shall have any right or power, in his capacity as a
Limited Partner, to take part in the management or control of the Partnership or
its business and affairs or to act for or bind the Partnership in any way.

         6.2      Voting Rights. The Limited Partners shall have the right to
vote only on the matters explicitly set forth in this Agreement.

                                   ARTICLE VII

                                BOOKS AND RECORDS

         7.1      Books and Records. The Partnership shall keep adequate books
and records at its principal place of business, setting forth a true and
accurate account of all business transactions arising out of and in connection
with the conduct of the Partnership. Any Partner or his designated
representative shall have the right, at any reasonable time, to have access to
and inspect and copy the contents of such books or records.

                                      -14-



         7.2      Annual Reports. Within a reasonable period after the end of
each Partnership fiscal year, each Partner shall be furnished with pertinent
information regarding the Partnership and its activities during such period.

         7.3      Tax Information. Necessary tax information shall be delivered
to each Partner after the end of each fiscal year of the Partnership. Every
effort shall be made to furnish such information within 75 days after the end of
each fiscal year.

                                  ARTICLE VIII

                             AMENDMENTS AND MEETINGS

         8.1      Amendments.

                  (a)      Amendments to this Agreement may be proposed by the
General Partner or by one or more Limited Partners constituting a Majority in
Interest of the Partners. Following such proposal, the General Partner shall
submit to the Limited Partners a verbatim statement of any proposed amendment,
provided that counsel for the Partnership shall have approved of the same in
writing as to form, and the General Partner may include in any such submission a
recommendation as to the proposed amendment. The General Partner shall seek the
written vote of the Partners on the proposed amendment or shall call a meeting
to vote thereon and to transact any other business that it may deem appropriate.
For purposes of obtaining a written vote, the General Partner may require
response within a reasonable specified time, but not less than 15 days, and
failure to respond in such time period shall constitute a vote which is
consistent with the General Partner's recommendation, if any, with respect to
the proposal or, if the General Partner makes no recommendation, a vote which is
consistent with the vote of the Majority in Interest of all Partners who voted.
A proposed amendment shall be adopted and be effective as an amendment hereto if
it receives the affirmative vote of a Majority in Interest of the Partners.

                  (b)      Notwithstanding Section 8.1(a) hereof, this Agreement
shall not be amended without the consent of each Partner adversely affected if
such amendment would (i) convert a Limited Partner's interest in the Partnership
into a General Partner's interest, (ii) modify the limited liability of a
Limited Partner, (iii) except as provided in Section 8.1(c), alter the interest
of a Partner in Profits, Losses, component items thereof, or any Partnership
distributions, or (iv) remove the General Partner except for cause or add
additional General Partners.

                  (c)      With the consent of a 50.1% Majority in Interest of
the Partners, the General Partner may amend this Agreement to admit new Limited
Partners and to change the Partners' respective interests in Profits, Losses,
component items thereof, and distributions in order to fairly reflect the value
of Capital Contributions made by new or existing Partners in relation to the
then value of the Partnership.

                                      -15-



         8.2      Meetings of the Partners.

                  (a)      Meetings of the Partners may be called by the General
Partner and shall be called upon the written request of Limited Partners holding
50% or more of the Sharing Percentages. The call shall state the nature of the
business to be transacted. Notice of any such meeting shall be given to all
Partners not less than seven days or more than 30 days prior to the date of such
meeting. Partners may vote in person or by proxy at such meeting. Whenever the
vote or consent of Partners is permitted or required under the Agreement, such
vote or consent may be given at a meeting of Partners or may be given in
accordance with the procedure prescribed in Section 8.1 hereof. Except as
otherwise expressly provided in the Agreement, the vote of a Majority in
Interest of the Partners shall control.

                  (b)      For the purpose of determining the Partners entitled
to vote on, or to vote at, any meeting of the Partners or any adjournment
thereof, the General Partner or the Limited Partner requesting such meeting may
fix, in advance, a date as the record date for any such determination. Such date
shall not be more than 30 days or less than 10 days before any such meeting.

                  (c)      Each Limited Partner may authorize any Person or
Persons to act for him by proxy on all matters in which a Limited Partner is
entitled to participate, including waiving notice of any meeting or voting or
participating at a meeting. Every proxy must be signed by the Limited Partner or
his attorney-in-fact. No proxy shall be valid after the expiration of 11 months
from the date thereof unless otherwise provided in the proxy. Every proxy shall
be revocable at the pleasure of the Limited Partner executing it.

                  (d)      Each meeting of Partners shall be conducted by the
General Partner or such other Person as the General Partner may appoint pursuant
to such rules for the conduct of the meeting as the General Partner or such
other Person deems appropriate.

                                   ARTICLE IX

                             TRANSFERS OF INTERESTS

         9.1      Admission of New Partners. Except as provided in Section
8.1(c), no Person shall be admitted as a Partner without the consent of all
Partners. Any Person becoming a Partner shall execute, and shall cause his
spouse to execute, a written acknowledgment that he has read this Agreement and
all amendments hereto and that he agrees to be bound by each and every of its
terms and conditions.

         9.2      Restriction on Transfers. Unless otherwise provided in this
Partnership Agreement, all partnership interests, including voting power, are
assignable without the consent of the other parties to this Partnership
Agreement. A permitted transfer shall be effective as of the date specified in
the instruments relating to the transfer of the Interest in the Partnership
unless the Agreement requires a different date. The Interest of any transferee
shall be subject to the provisions of this Agreement even if such transferee
does not become a Partner, and the Partnership may disregard any

                                      -16-



transfer until it shall have received the transferee's written acknowledgment
that it shall hold the transferred Interest subject to all provisions of this
Agreement.

         9.3      Notice of Transfers of Partnership Interests.

         If a person desires to sell any Interest, he must give written notice
to the General Partner describing all the terms of that sale (including the
Interest to be sold, the purchase price, the terms for payment, the closing
date, any conditions to the sale, and the fair market value of any consideration
to be given in the form of property), and completely identifying the proposed
ultimate purchaser. The General Partner shall immediately notify the other
Partners upon receipt of such notice. The Partnership will then have the right
to examine, within the 30 days following the closing date described in the
seller's notice, the records of the seller and the purchaser to satisfy itself
that the sale has been consummated on the terms described in the seller's
notice. If the sale is not consummated on those terms and within the time
specified in the seller's notice, the Partnership may cancel on its books any
transfer of Interest previously made to reflect that sale.

         9.4      Prohibited Transfers. Notwithstanding any other provision of
this Agreement, no voluntary transfer of an Interest in the Partnership may be
made if such transfer would adversely affect the classification of the
Partnership as a partnership for Texas franchise tax purposes or violate any
applicable provision of federal or state securities laws, and any attempt to do
so shall be null and void.

         9.5      Right of Transferee to Become a Partner. Until the transferee
is admitted as a Partner, no Partner or other person may cast a vote with
respect to the transferred Interest, and that Interest will be entirely
disregarded for purposes of determining the existence of a quorum or the
validity of any action of the Partners. Any person or entity becoming a
substituted Partner shall pay the reasonable costs of such substitution plus the
reasonable costs and expenses the Partnership may incur in connection with any
federal income tax election made by the Partnership that benefits such
substituted Partner.

         9.6      Right of Partner to Assign Partner's Interest. Notwithstanding
the provisions of Sections 9.2 and 9.5 hereof a Partner may assign its Interest
and all rights and obligations in connection therewith in the Partnership to any
Affiliate of such Partner without first having to obtain the written consent of
the Partners. The assignment by a Partner to an Affiliate shall become affective
on the date specified in the instruments relating, to the assignment of the
Interest of the Partnership. Upon assignment by a Partner, the Affiliate shall
become a Partner and the Interest of the Affiliate in the Partnership shall be
subject to the provisions of this Agreement.

                                   ARTICLE X

                                GENERAL PARTNERS

         10.1     Additional General Partners. Except as provided in this
Article X and Section 9.1 hereof, no Person shall be admitted to the Partnership
as a General Partner without the unanimous consent of the Partners. At any time
with the unanimous consent of the Partners any Person

                                      -17-



(including a Limited Partner) may become a General Partner on such terms and
conditions as may be agreed upon. Any person becoming a General Partner will
automatically have the rights, authorities, duties, and obligations of a General
Partner under this Agreement.

         10.2     Resignation and Removal of the General Partner; Conversion of
General Partnership Interest.

                  (a)      A General Partner may resign at any time on 30 days'
written notice to each other Partner.

                  (b)      The General Partner may be removed -

                           (i)      by a Majority in Interest of the Limited
Partners upon the material or repeated breach of this Agreement or any agreement
among the General Partner, not inconsistent with this Agreement, concerning the
rights and duties of the General Partner;

                           (ii)     by a Majority in Interest of the Limited
Partners upon any event of withdrawal of that General Partner as defined in
paragraphs (a)(4) through (a)(10) of Section 4.02 of the Act; or

                           (iii)    at any time with or without cause by a
two-thirds Majority in Interest of the Limited Partners.

                  (c)      On the day immediately following the General
Partner's removal or resignation, or on the day immediately following the
transfer of any portion of a General Partner's Interest to a Person who has not
been admitted as a General Partner, his Interest (or that portion which has been
transferred) shall be automatically converted into a limited partner Interest,
except that he shall continue to be responsible, as if he had continued as a
General Partner, for any deficit balance in his Capital Account as of the date
his interest is converted and he shall continue to be entitled to allocations
under subsection 3.1 (b) of this Agreement.

         10.3     Covenant Not to Withdraw, Transfer or Dissolve. Except as
otherwise permitted by this Agreement, the General Partner hereby covenants and
agrees not to (a) withdraw or attempt to withdraw from the Partnership, (b)
exercise any power under this Act to dissolve the Partnership, or (c) transfer
all or any portion of his interest in the Partnership as a General Partner.
Further, the General Partner hereby covenants and agrees to continue to carry
out the duties of a General Partner hereunder until the Partnership is wound up
and liquidated pursuant to Article XI hereof.

                                      -18-



                                   ARTICLE XI

                            WITHDRAWAL AND WINDING UP

         11.1     Withdrawal by a Partner. An event of withdrawal of a Partner
occurs on:

                  (a)      Receipt by the Partnership of notice of the Partner's
express will to withdraw as a Partner on the date of receipt of the notice or on
a later date specified in the notice (whether or not such a withdrawal is in
contravention of this Agreement);

                  (b)      Application by the Partnership or another Partner for
the Partner's expulsion by judicial decree; or

                  (c)      Termination of a Partner's existence, or, in the case
of a Partner who is an individual, such Partner's death or the appointment of a
guardian or a general conservator for such Partner.

         11.2     Redemption of Withdrawing Partner's Interest if Partnership
Not Wound Up. Except as otherwise provided in this Agreement, no Partner shall
have the right (by statute or otherwise) to have his Interest redeemed or
repurchased upon his withdrawal. If an event of withdrawal occurs, the Interest
of the withdrawing Partner may be redeemed by the Partnership as of the date of
withdrawal as described in this section, which shall also be considered the
"date of closing." If the Partnership elects to redeem the withdrawing Partner's
Interest, the withdrawing Partner will be entitled to be indemnified by the
Partnership against all liability to Partnership creditors for Partnership
obligations and to have the net fair market value of his Partnership Interest,
less his Partner Obligation. If a Partner's Obligation exceeds the amount
payable to him for his Interest, he shall remit the net amount of his Partner
Obligation in accordance with its terms, and no amount shall be payable to him.

         If an event occurs within 60 days of the withdrawal that requires a
winding up of the Partnership, then any redemption which the Partnership has
elected to make shall be rescinded and the withdrawing Partner shall be deemed
to have continued to be a Partner through the winding up.

         11.3     Distribution in Liquidation of a Partner's Interest. If the
Interest of a Partner is liquidated (other than by a purchase by another Partner
or the Partnership) any distribution to that Partner shall be made in an amount
equal to the positive balance of that Partner's Capital Account, after giving
effect to all contributions, distributions, and allocations for all periods
including the year during which such liquidation occurs, in compliance with
Treas. Regs. Section 1.704-1(b)(2)(ii)(b)(2). If that Partner's Capital Account
has a deficit balance (after giving effect to all contributions, distributions,
and allocations for all periods, including the year during which such
liquidation occurs), and if that Partner has an obligation under this Agreement
to restore any negative balance in his Capital Account, that Partner shall
contribute to the capital of the Partnership the amount necessary to restore
such deficit balance to zero in compliance with Treas. Regs. Section
1.704-1(b)(2)(ii)(b)(3). Such deficit restoration obligation on the part of the
Partner shall be considered to be a debt to only the Partnership and to no other
party. A Partner shall also remain liable for any

                                      -19-



other Partner Obligation he may have to the Partnership, and the Partnership may
offset any distribution due to a Partner against any such Partner Obligation. If
a Partner's Obligation exceeds the amount payable to him for his Interest, he
shall remit the net amount of his Partner Obligation in accordance with its
terms, and no amount shall be payable to him.

         11.4     Liquidating Events. The Partnership shall dissolve and
commence winding up and liquidating upon the first to occur of any of the
following ("Liquidating Events"):

                  (a)      The sale of all or substantially all of the
Partnership's Property;

                  (b)      The unanimous vote of all the Partners to dissolve,
wind up, and liquidate the Partnership;

                  (c)      The happening of any other event that makes it
unlawful, impossible, or impractical to carry on the business of the
Partnership; or

                  (d)      The expulsion, bankruptcy, or other event of
withdrawal of a General Partner or of the sole remaining General Partner.

         11.5     Winding Up. Upon the occurrence of a Liquidating Event, the
Partnership shall continue solely for the purposes of winding up its affairs in
an orderly manner, liquidating its assets, and satisfying the claims of its
creditors and Partners. No Partner shall take any action that is inconsistent
with, or not necessary to or appropriate for, the winding up of the
Partnership's business and affairs. The General Partner (or, in the event there
is no remaining General Partner, any Person elected by a Majority in Interest of
the Limited Partners) shall be responsible for overseeing the winding up and
dissolution of the Partnership, including the filing of a certificate of
cancellation as required by Section 2.03 of the Act, and shall take full account
of the Partnership's liabilities and property. Each Partner shall repay or
remain liable for any Partner Obligation which he owes the Partnership in
accordance with its terms, and the General Partner is authorized to employ all
legal remedies for the collection of such monies. The Partnership's property
shall be liquidated as promptly as is consistent with obtaining the fair value
thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be
applied and distributed in the following order:

                  (a)      First, to the payment and discharge of all of the
Partnership's debts and liabilities to creditors other than the Partners;

                  (b)      Second, to the payment and discharge of all of the
Partnership's debts and liabilities to the Limited Partners;

                  (c)      Third, to the payment and discharge of all of the
Partnership's debts and liabilities to the General Partner; and

                  (d)      Thereafter, the balance, if any, to the Partners in
proportion of the positive balances of their Capital Accounts, after giving
effect to all contributions, distributions, and allocations for all periods.

                                      -20-



         11.6     No Additional Compensation. No General Partner shall receive
any additional compensation for any services performed pursuant to this Article
XI.

         11.7     Compliance With Timing Requirements of Regulations. In the
event the Partnership is "liquidated" within the meaning of Treas. Regs. Section
1.704-1(b)(2)(ii)(g), then (a) distributions shall be made pursuant to this
Article XI to the Partners who have positive Capital Accounts in compliance with
Treas. Regs. Section 1.704-1(b)(2)(ii)(b) (2), and (b) if the General Partner's
Capital Account has a deficit balance (after giving effect to all contributions,
distributions, and allocations for all taxable years, including the year during
which such liquidation occurs), such General Partner shall contribute to the
capital of the Partnership the amount necessary to restore such deficit balance
to zero in compliance with Treas. Regs. Section 1.704-1(b)(2)(ii)(b)(3). Such
deficit restoration obligation on the part of the General Partner shall be
considered to be a debt to only the Partnership and to no other party and it
shall be incurred by the General Partner upon liquidation as provided herein. If
any Limited Partner has a deficit balance in his Capital Account (after giving
effect to all contributions, distributions and allocations for all taxable
years, including the year during which such liquidation occurs), such Limited
Partner shall have no obligation to make, any contribution to the capital of the
Partnership with respect to such deficit except to the extent that the Limited
Partner is otherwise obligated to make a Capital Contribution under this
Agreement, and such deficit shall not be considered a debt owed to the
Partnership or to any other Person for any purpose whatsoever. If a Partner's
Obligation exceeds the amount payable to him for his Interest, he shall remit
the net amount of his Partner Obligation in accordance with its terms, and no
amount shall be payable to him.

         In the discretion of the General Partner, a pro rata portion of the
distributions that would otherwise be made to the Partners pursuant to this
Article XI may be distributed to a trust established for the benefit of the
Partners for the purposes of liquidating Partnership assets, collecting amounts
owed to the Partnership, and paying any contested, contingent or unforeseen
liabilities or obligations of the Partnership or of the General Partner arising
out of or in connection with the Partnership. The assets of any such trust shall
be distributed to the Partners, from time to time, in the reasonable discretion
of the General Partner, in the same proportions as the amount distributed to
such trust by the Partnership would otherwise have been distributed among the
Partners pursuant to this Agreement.

         11.8     Consequences of a Tax Termination. Notwithstanding any other
provision of this Article XI, in the event the Partnership is liquidated within
the meaning of Treas. Regs. 1.704-1(b)(2)(ii)(g) but no Liquidating Event has
occurred, the Property shall not be liquidated, the Partnership's liabilities
shall not be paid or discharged, and the Partnership's affairs shall not be
wound up.

         11.9     Rights of Limited Partner. Except as otherwise provided in
this Agreement, each Limited Partner shall look solely to the assets of the
Partnership for the return of his Capital Contribution and shall have no right
or power to demand or receive property other than cash from the Partnership.

                                      -21-



                                  ARTICLE XII

                                POWER OF ATTORNEY

         12.1     General Partner as Attorney-In-Fact. The Limited Partner
hereby makes, constitutes, and appoints each General Partner and any successor
General Partner, with full power of substitution and resubstitution, his true
and lawful attorney-in-fact for him and in his name, place, and stead and for
his use and benefit, to sign, execute, certify, acknowledge, swear to, file, and
record (a) this Agreement and all agreements, certificates, instruments, and
other documents amending or changing this Agreement as it now reads or is
hereafter amended which the General Partner may deem necessary, desirable, or
appropriate including, without limitation, amendments or changes to reflect (i)
the exercise by the General Partner of any power granted to it under this
Agreement; (ii) any amendments adopted by the Partners in accordance with the
terms of this Agreement; (iii) the admission of any substituted Partner; and
(iv) the disposition by any Partner of its interest in the Partnership; and (b)
any certificates, instruments, and documents as may be required by, or may be
appropriate under, the laws of the State of Texas or any other state or
jurisdiction in which the Partnership is doing or intends to do business. The
Limited Partner authorizes each such attorney-in-fact to take any further action
which such attorney-in-fact shall consider necessary or advisable in connection
with any of the foregoing, hereby giving each such attorney-in-fact full power
and authority to do and perform each and every act or thing whatsoever requisite
or advisable to be done in connection with the foregoing as fully as the Limited
Partner might or could do personally, and hereby ratifying and confirming all
that any such attorney-in-fact shall lawfully do or cause to be done by virtue
thereof or hereof.

         12.2     Nature of Special Power. The power of attorney granted
pursuant to this Article XII:

                  (a)      is a special power of attorney coupled with an
interest and is irrevocable;

                  (b)      may be exercised by any such attorney-in-fact by
setting forth the name of the Limited Partner executing any agreement,
certificate, instrument, or other document with the single signature of any such
attorney-in-fact acting as attorney-in-fact for the Limited Partner; and

                  (c)      shall survive the death, disability, legal
incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of
the Limited Partner and shall survive the delivery of an assignment by the
Limited Partner of the whole or a portion of his Interest in the Partnership,
except that where the assignment is of the Limited Partner's entire Interest in
the Partnership and the assignee, with the consent of the General Partner, is
admitted as a substituted Limited Partner, the power of attorney shall survive
the delivery of such assignment for the sole purpose of enabling any such
attorney-in-fact to effect such substitution.

                                      -22-



                                  ARTICLE XIII

                                  MISCELLANEOUS

         13.1     Notices. Any notice, request, payment, demand, or
communication required or permitted to be given by any provision of this
Agreement shall be in writing and shall be delivered personally to the Person or
to an officer of the Person to whom the same is directed, or sent by regular,
registered, or certified mail, by overnight courier or telecopy, addressed as
follows, or to such other address as such Person may from time to time specify
by notice to the Partners:

                  (a)      If to the Partnership, at the address set forth in
Section 1.5 hereof; and

                  (b)      If to the General Partner or a Limited Partner, to
the address set forth in Exhibit "A" hereto.

Any such notice shall be deemed to be delivered, given, and received for all
purposes as of the date so delivered, if delivered personally or if sent by
overnight courier, telecopy or regular mail, or three days after the date on
which the same was deposited in a regularly maintained receptacle for the
deposit of United States mail, if sent by registered or certified mail, postage
and charges prepaid. If an attempt to give notice by facsimile transmission
fails because of any problem with the recipient's designated facsimile number or
facsimile equipment, such notice will nevertheless be considered to have been
effected on the day of that attempted transmission if it is also transmitted
that day by overnight delivery to the recipient and is actually received on the
next following day. Any Person may from time to time specify a different address
by notice to the Partnership and the Partners.

         13.2     Binding Effect. Except as otherwise provided in this
Agreement, every covenant, term, and provision of this Agreement shall be
binding upon and inure to the benefit of the Partners and their respective
heirs, legatees, legal representatives, successors, transferees, and assigns.

         13.3     Construction. Every covenant, term, and provision of this
Agreement shall be construed simply according to its fair meaning and not
strictly for or against any party.

         13.4     Headings. Section and other headings contained in this
Agreement are for reference purposes only and are not intended to describe,
interpret, define, or limit the scope, extent, or intent of this Agreement or
any provision hereof.

         13.5     Severability. Every provision of this Agreement is intended to
be severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the validity
or legality of the remainder of this Agreement.

         13.6     Incorporation by Reference. Every exhibit, schedule, and other
appendix attached to this Agreement and referred to herein is hereby
incorporated in this Agreement by reference.

                                      -23-



         13.7     Further Action. Each Partner, upon the request of the General
Partner, agrees to perform all further acts and execute, acknowledge, and
deliver any documents which may be reasonably necessary, appropriate, or
desirable to carry out the provisions of this Agreement.

         13.8     Variation of Pronouns. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine or neuter, as the identity
of the Person or Persons may require. The use .of the singular shall include a
reference to the plural and vice-versa unless the context clearly requires
otherwise.

         13.9     Governing Law. The internal laws, but not the law of
conflicts, of the State of Texas shall govern the validity of this Agreement,
the construction of its terms, and the interpretation of the rights and duties
of the Partners.

         13.10    Waiver of Action for Partition. Each of the Partners
irrevocably waives any right that he may have to maintain any action for
partition with respect to any of the Partnership's property.

         13.11    Counterpart Execution. This Agreement may be executed in any
number of counterparts with the same effect as if all of the Partners had signed
the same document. All counterparts shall be construed together and shall
constitute one agreement.

         13.12    Sole and Absolute Discretion. Except as otherwise provided in
this Agreement, all actions which the General Partner may take and all
determinations which the General Partner may make pursuant to this Agreement may
be taken and made at the sole and absolute discretion of such General Partner.

                                      -24-



         Executed to be effective on January 5, 2000.

                                           GENERAL PARTNER:
By: SANMINA GENERAL, LLC

                                           a Delaware limited liability company

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

                                           LIMITED PARTNER:
By: SANMINA LIMITED, LLC

                                           A Delaware limited liability company

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________



                                   EXHIBIT "A"

                   TO THE AGREEMENT OF LIMITED PARTNERSHIP OF

                               SANMINA TEXAS, L.P.

                                 GENERAL PARTNER



NAME, ADDRESS AND                                                        INITIAL CAPITAL
 TELECOPY NUMBER                         CONTRIBUTION                     CONTRIBUTION        SHARING PERCENTAGE
- --------------------                 --------------------                ---------------      ------------------
                                                                                     
Sanmina General, LLC                 79 shares of common                      1.00%                  1.00%
1201 W. Crosby Rd                      stock of Sanmina
Carrollton, TX 77002                 Cable Systems, Inc.
972-323-3640


                                 LIMITED PARTNER



NAME, ADDRESS AND                                                  INITIAL CAPITAL
 TELECOPY NUMBER                      CONTRIBUTION                  CONTRIBUTION          SHARING PERCENTAGE
- --------------------               -----------------              ----------------        -------------------
                                                                                 
Sanmina Limited, LLC                7,856 shares of                    99.00%                   99.00%
2700 N. First Street                common stock of
San Jose, CA 95131                   Sanmina Cable
                                     Systems, Inc.

EX-3.2.20

                                                                  EXHIBIT 3.2.20

                               MANU-TRONICS, INC.

                             a Wisconsin corporation

     (Effective as of March 30, 1999 pursuant to the Agreement and Plan of
     Merger among Sanmina-SCI Corporation, SANM Acquisition Subsidiary, Inc.
     and Manu-tronics, Inc.)

                                      ****

                                     BYLAWS

                                      ****

                                    ARTICLE I

                                     OFFICES

Section 1.        The registered office shall be located in Madison, Wisconsin.

Section 2.        The corporation may also have offices at such other places
both within and without the State of Wisconsin as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

Section 1.        All meetings of shareholders for the election of directors
shall be held at such place as may be fixed from time to time by the board of
directors.

Section 2.        Annual meetings of shareholders, commencing with the year
1999, shall be held on the 1st day of May, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00AM, at which they
shall elect, pursuant to law, a board of directors, and transact such other
business as may properly be brought before the meeting.

Section 3.        Written or printed notice of the annual meeting, stating the
date, time, and place of the meeting, shall be delivered not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting.



                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

Section 1.        Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Wisconsin as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

Section 2.        Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the charter, may be
called by the president, the board of directors, such other officers or persons
provided in the articles of incorporation, or upon written demand of at least
ten percent (10%) of all of the votes entitled to be cast on any issue proposed
to be considered.

Section 3.        Written or printed notice of a special meeting stating the
date, time, and place of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting.

Section 4.        The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

Section 1.        A majority of the votes entitled to be cast on a matter by a
voting group constitutes a quorum of the voting group for action on that matter,
except as otherwise provided by statute or by the charter. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

Section 2.        If a quorum is present, action on a matter by a voting group
is approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the vote of a greater number of
affirmative votes is required by law or the articles of incorporation.

Section 3.        Each outstanding share, regardless of class, shall be entitled
to one vote on each matter voted on at a meeting of shareholders unless the
articles of incorporation or law provides otherwise. A shareholder may vote
either in person or by proxy as provided for in a signed appointment form
executed by the shareholder or by his duly authorized attorney-in-fact.

Section 4.        Any action required or permitted to be taken at a meeting of
the shareholders may be taken without a meeting (1) if one or more written
consents setting forth the action so taken shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof, or (2)
if

                                       -2-



so provided in the articles of incorporation, by persons who would be entitled
to vote at a meeting shares having voting power to cast not less than the
minimum number (or numbers, in the case of voting groups) of votes that would be
necessary to authorize or take the action at a meeting at which all the
shareholders entitled to vote were present and voted.

                                   ARTICLE V

                                   DIRECTORS

Section 1.        The number of directors shall be one (1). Unless the articles
of incorporation otherwise provide, directors need not be residents of the State
of Wisconsin nor shareholders of the corporation. The directors, other than the
first board of directors, shall be elected at the annual meeting of the
shareholders, and each director elected shall serve until the next succeeding
annual meeting and until his successor shall have been elected and qualified.
The first board of directors shall hold office until the first meeting of
shareholders.

Section 2.        Unless the articles of incorporation provide otherwise, any
vacancy occurring on the board of directors, including a vacancy resulting from
an increase in the number of directors, may be filled by the shareholders, the
board of directors, or if the directors remaining in office constitute fewer
than a quorum of the board, the vacancy may be filled by the affirmative vote of
a majority of the directors remaining in office.

Section 3.        The business affairs of the corporation shall be managed by
its board of directors, which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute, by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

Section 4.        The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
Wisconsin, at such place or places as they may from time to time determine.

Section 5.        The board of directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all directors for services to the corporation as directors, officers or
otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

Section 1.        Meetings of the board of directors, regular or special, may
be held either within or without the State of Wisconsin.

Section 2.        The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting or it may convene at such place and time as
shall be fixed by the consent in writing of all the directors. No notice of such

                                       -3-



meeting shall be necessary to the newly elected directors in order to legally
constitute the meeting, provided a quorum shall be present.

Section 3.        Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

Section 4.        Special meetings of the board of directors may be called on
four (4) days' notice to each director, either personally, by mail or by
telegram.

Section 5.        Attendance or participation of a director at any meeting shall
constitute a waiver of notice of such meeting, unless the director, at the
beginning of the meeting (or promptly upon his arrival), objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of the notice of such meeting.

Section 6.        One of the directors shall constitute a quorum for the
transaction of business, unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time until a
quorum shall be present.

Section 7.        Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if one or more written consents,
setting forth the action so taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof.

                                  ARTICLE VII

                                   COMMITTEES

Section 1.        The board of directors may create two (2) or more committees
that may consist of two (2) or more members of the board. Committee members
shall serve at the board of directors' pleasure. To the extent specified by the
board of directors or articles of incorporation, each committee shall have and
exercise all of the authority of the board of directors in the management of the
corporation, except as otherwise provided by law.

                                  ARTICLE VIII

                                     NOTICES

Section 1.        Whenever notice is required to be given to any director or
shareholder under the provisions of the statutes, the articles of incorporation
or these by-laws, it shall be construed to mean written notice, which may be by
mail, addressed to such director or shareholder, at his address as it appears on
the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time it is deposited in the United States
mail. Notice to directors may also be given by telegram.

                                       -4-



Section 2.        Whenever notice is required to be given under the provisions
of the statutes, the articles of incorporation or these by-laws, a waiver
thereof, in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

Section 1.        The officers of the corporation shall be chosen by the board
of directors, and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers

Section 2.        The board of directors, at its first meeting after each annual
meeting of shareholders, shall choose a president, one or more vice-presidents,
a secretary and a treasurer, none of whom need be a member of the board.

Section 3.        The board of directors may appoint such other officers and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

Section 4.        The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

Section 5.        The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

                                  THE PRESIDENT

Section 6.        The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

Section 7.        He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed, and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

Section 8.        The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                                       -5-



                     THE SECRETARY AND ASSISTANT SECRETARIES

Section 9.        The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders, and shall record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose, and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation, and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such assistant secretary. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

Section 10.       The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary, and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

Section 11.       The treasurer shall have the custody of the corporate funds
and securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.

Section 12.       He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

Section 13.       If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control, belonging to the corporation.

Section 14.       The assistant treasurer or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer, and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                       -6-



                                   ARTICLE X

                             CERTIFICATES FOR SHARES

Section 1.        The shares of the corporation shall be represented by
certificates or shall be uncertificated. Each share certificate shall be signed
by the president or a vice-president and the secretary or treasurer or an
assistant secretary or treasurer of the corporation, or by the board of
directors, and may be sealed with the seal of the corporation or a facsimile
thereof.

When the corporation is authorized to issue different classes of shares or
different series within a class, there shall be set forth upon the face or back
of the certificate, or the certificate shall have a statement that the
corporation will furnish to any shareholder upon request and without charge, a
full statement of the designations, preferences, limitations, and relative
rights applicable to each class, and the variations in the relative rights,
preferences, and limitations determined for each series and the authority of the
board of directors to fix and determine the relative rights and preferences of
subsequent series.

Section 2.        The signatures of the persons signing a share certificate may
be facsimiles. In case any person who has signed, or whose facsimile signature
has been placed upon such certificate, shall have ceased to hold such office
before such certificate is issued, the certificate is nevertheless valid.

                                LOST CERTIFICATES

Section 3.        The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation, which
is alleged to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

Section 4.        Upon surrender, to the corporation or the transfer agent of
the corporation, of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate shall be cancelled and the transaction recorded upon the
books of the corporation.

                               FIXING RECORD DATE

Section 5.        For the purpose of determining shareholders entitled to notice
of, or to vote at, any meeting of shareholders, or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may fix a
record date, in advance, that may not be more than seventy (70) days before the
meeting or action requiring a determination of shareholders.

                                       -7-



                             REGISTERED SHAREHOLDERS

Section 6.        The corporation shall be entitled to recognize a person,
registered on its books as the owner of shares, as having the exclusive right to
receive dividends and to vote with respect to shares shown to be owned, and as
being exclusively liable for calls and assessments upon shares shown to be
owned, and the corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Wisconsin.

                              LIST OF SHAREHOLDERS

Section 7.        A list of shareholders as of the record date, prepared in
alphabetical order, arranged by voting group, showing the address of and the
number of shares held by each shareholder, and certified by the corporate
officer responsible for its preparation or the transfer agent, shall be open for
inspection at any meeting of shareholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

Section 1.        Subject to the law and any applicable provisions of the
articles of incorporation, dividends may be declared by the board of directors
at any regular or special meeting, and may be paid in cash, in property or in
shares of the corporation.

Section 2.        Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper, as a
reserve fund to meet contingencies, for equalizing dividends, for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

                                     CHECKS

Section 3.        All checks or demands for money, and notes of the corporation,
shall be signed by such officer or officers, or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

Section 4.        The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                       -8-



                                      SEAL

Section 5.        The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Wisconsin". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                  ARTICLE XII

                                   AMENDMENTS

Section 1.        These by-laws may be amended or repealed, or new by-laws may
be adopted, by the affirmative vote of a majority of the board of directors at
any regular or special meeting of the board unless the articles of incorporation
or law reserve this power to the shareholders.

                                       -9-

EX-3.2.21

                                                                  EXHIBIT 3.2.21

                                     BY-LAWS

                                       OF

                                HADCO CORPORATION
                           a Massachusetts corporation

Effective June 23, 2000 pursuant to the Agreement and Plan of Merger among
Sanmina-SCI Corporation, SANM Acquisition Subsidiary, Inc. and Hadco Corporation



                                TABLE OF CONTENTS



                                                                       PAGE
                                                                       ----
                                                                    
ARTICLE 1 Articles of Organization...................................    1

ARTICLE 2 Fiscal Year................................................    1

ARTICLE 3 Meetings of Stockholders...................................    1

   Section 3.1       Annual Meeting..................................    1
   Section 3.2       Special Meetings................................    2
   Section 3.3       Place of Meetings...............................    2
   Section 3.4       Notice of Meetings..............................    3
   Section 3.5       Quorum..........................................    3
   Section 3.6       Action without Meeting..........................    4
   Section 3.7       Proxies and Voting..............................    4

ARTICLE 4 Directors..................................................    5

   Section 4.1       Enumeration, Election and Term of Office........    5
   Section 4.2       Powers..........................................    6
   Section 4.3       Meetings of Directors...........................    6
   Section 4.4       Quorum of Directors.............................    7
   Section 4.5       Consent in Lieu of Meeting and Participation
                     in Meetings by Communications Equipment.........    7
   Section 4.6       Committees......................................    8

ARTICLE 5 Officers...................................................    8

   Section 5.1       Enumeration, Election and Term of Office........    8
   Section 5.2       President and Chairman of the Board.............    9
   Section 5.3       Treasurer and Assistant Treasurer...............    9
   Section 5.4       Clerk and Assistant Clerk.......................   10
   Section 5.5       Secretary of the Board and Assistant Secretary..   10
   Section 5.6       Temporary Clerk and Temporary Secretary.........   11
   Section 5.7       Other Powers and Duties.........................   11

ARTICLE 6 Resignations, Removals and Vacancies......................    11

   Section 6.1       Resignations....................................   11
   Section 6.2       Removals........................................   11
   Section 6.3       Vacancies.......................................   12

ARTICLE 7 Provisions Relative to Directors, Officers Stockholders and
   Employees.........................................................   13

   Section 7.1       Certain Contracts and Transactions..............   13
   Section 7.2       Indemnification.................................   14


                                      - i -



                                TABLE OF CONTENTS
                                    (CONT'D)


                                                                       PAGE
                                                                       ----
                                                                     
ARTICLE 8 Stock......................................................   15

   Section 8.1       Stock Authorized................................   15
   Section 8.2       Issue of Authorized Unissued Capital Stock......   15
   Section 8.3       Certificates of Stock...........................   16
   Section 8.4       Replacement Certificate.........................   17
   Section 8.5       Transfers.......................................   17
   Section 8.6       Record Date.....................................   18

ARTICLE 9 Miscellaneous Provisions...................................   18

   Section 9.1       Execution of Papers.............................   18
   Section 9.2       Voting of Securities............................   19
   Section 9.3       Corporate Seal..................................   19
   Section 9.4       Corporate Records...............................   19

ARTICLE 10 Amendments................................................   19


                                      - ii -



                                   BY-LAWS OF

                                HADCO CORPORATION

  (Effective June 23, 2000 pursuant to the Agreement and Plan of Merger among
         Sanmina-SCI Corporation, SANM Acquisition Subsidiary, Inc. and
                               Hadco Corporation)

                                   ARTICLE 1

                            Articles of Organization

         The name and purposes of the Corporation shall be as set forth in the
Articles of Organization. These By-Laws, the powers of the Corporation and its
Directors and stockholders, and all matters concerning the conduct and
regulation of the business of the Corporation, shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization. All references in these By-Laws to the Articles of Organization
shall be construed to mean the Articles of Organization of the Corporation as
from time to time amended or restated.

                                    ARTICLE 2

                                   Fiscal Year

         Except as from time to time otherwise determined by the Directors, the
fiscal year of the Corporation shall be the twelve months ending on December 31.

                                   ARTICLE 3

                            Meetings of Stockholders

         Section 3.1  Annual Meeting

         The Annual Meeting of the Stockholders shall be held at 10:00 o'clock
A.M. on the second Tuesday of April in each year, if not a legal holiday, and,
if a legal holiday, then on the next secular day following, or at such other
date and time within six months after the end of the Corporation's



fiscal year as shall be designated from time to time by the Board of Directors,
the Chairman of the Board or the President and stated in the notice of the
meeting. Purposes for which an Annual Meeting is to be held, additional to those
prescribed by law and these By-Laws, may be specified by the President or by the
Directors.

         If such Annual Meeting has not been held as herein provided, a Special
Meeting of the Stockholders in Lieu of the Annual Meeting may be held, and any
business transacted or elections held at such Special Meeting shall have the
same effect as if transacted or held at the Annual Meeting, and in such case all
references to these By-Laws, except in this Section 3.1, to the Annual Meeting
of the Stockholders shall be deemed to refer to such Special Meeting. Any such
Special Meeting shall be called, and the purposes thereof shall be specified in
the Call, as provided in Section 3.2 of this Article 3.

         Section 3.2  Special Meetings

         A Special Meeting of the Stockholders may be called at any time by the
President, or by a majority of the Directors acting by vote or by written
instrument or instruments signed by them. A Special Meeting of Stockholders
shall be called by the Clerk, or in the case of the death, absence, incapacity
or refusal of the Clerk, by any other officer, upon written application of one
or more stockholders who hold at least one-tenth part in interest of the stock
entitled to vote at the meeting. Such Call shall state the time, place, and
purposes of the meeting.

         Section 3.3  Place of Meetings

         All meetings of the stockholders shall be held at the principal office
of the Corporation in Massachusetts, unless a different place within
Massachusetts or, if permitted by the Articles of Organization, elsewhere within
the United States is designated by the Chairman of the Board of

                                      -2-



Directors, the President, or by a majority of the Directors acting by vote or by
written instrument or instruments signed by them. Any adjourned session of any
meeting of the stockholders shall be held at such place within Massachusetts or,
if permitted by the Articles of Organization, elsewhere within the United States
as is designated in the vote of adjournment.

         Section 3.4  Notice of Meetings

         A written Notice of the place, date and hour of all meetings of
stockholders stating the purposes of the meeting shall be given at least seven
(7) days before the meeting to each stockholder entitled to vote thereat, by
leaving such Notice with him or at his residence or usual place of business, or
by mailing, postage prepaid, and addressed to such stockholder at his address as
it appears in the records of the Corporation. Such Notice shall be given by the
Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk,
by any other officer or by a person designated either by the Clerk, by the
person or persons calling the meeting or by the Board of Directors. Whenever
Notice of a meeting is required to be given a stockholder under any provision of
law, of the Articles of Organization, or of these By-Laws, a written Waiver
thereof, executed before or after the meeting by such stockholder or his
attorney thereunto authorized, and filed with the records of the meeting, shall
be deemed equivalent to such Notice.

         Section 3.5  Quorum

         At any meeting of the stockholders, a quorum for the election of any
Director or for the consideration of any question shall consist of a majority in
interest of all stock issued, outstanding and entitled to vote at such election
or upon such question, respectively, except that if two or more classes of stock
are entitled to vote as separate classes for the election of any Director or
upon any question, then in the case of each such class a question for the
election of any Director or for the

                                      -3-



consideration of such question shall consist of a majority in interest of all
stock of that class issued, outstanding and entitled to vote thereon. Stock
owned by the Corporation, if any, except stock held directly or indirectly by it
in a fiduciary capacity, shall be disregarded in determining any quorum. Whether
or not a quorum is present, any meeting may be adjourned from time to time by a
majority of the votes properly cast upon the question, and the meeting may be
held as adjourned without further notice.

         When a quorum for an election is present at any meeting, a plurality of
the votes properly cast for any office shall elect such office. When a quorum
for the consideration of a question is present at any meeting, a majority of the
votes properly cast upon the question shall decide the question; except that if
two or more classes of stock are entitled to vote as separate classes upon such
question, then in the case of each such class a majority of the votes of such
class properly cast upon the question shall decide the vote of that class upon
the question; and except in any case where a larger vote is required by law or
by the Articles of Organization.

         Section 3.6  Action without Meeting

         Any action required or permitted to be taken at any meeting of the
stockholders may be taken without a meeting if all stockholders entitled to vote
on the matter consent to the action in writing and the written Consents are
filed with the records of the meetings of stockholders. Such Consents shall be
treated for all purposes as a vote at a meeting.

         Section 3.7  Proxies and Voting

         Except as may otherwise be provided in the Articles of Organization,
stockholders entitled to vote shall have one vote for each share of stock
entitled to vote owned by them. Stockholders entitled to vote may vote in person
or by proxy. Except as otherwise provided by law, no proxy

                                      -4-



dated more than six (6) months before the meeting named therein shall be valid
and no proxy shall be valid after the final adjournment of such meeting. A proxy
with respect to stock held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to the exercise of the proxy the
Corporation receives specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a stockholder shall
be deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger. Proxies shall be filed with the
Clerk, or person performing the duties of clerk, at the meeting, or any
adjournment thereof, before being voted.

         The Corporation shall not, directly or indirectly, vote upon any share
of its own stock; but nothing herein shall be construed as limiting the right of
the Corporation to vote shares of stock held directly or indirectly by it in a
fiduciary capacity.

                                    ARTICLE 4

                                    Directors

         Section 4.1  Enumeration, Election and Term of Office

         There shall be a Board of Directors of the Corporation, the number to
be determined by the stockholders. The Board of Directors shall consist of not
less than three (3) Directors, except that whenever there shall be only two (2)
stockholders the number of Directors shall be not less than two (2), and
whenever there shall be only one (1) stockholder the number of Directors shall
be not less than one (1). The Board of Directors may be enlarged by the
stockholders at any meeting or by vote of a majority of the Directors then in
office. The Directors shall be chosen at the Annual Meeting of the Stockholders
by such stockholders as have the right to vote thereon, and each shall hold
office until the next annual election of Directors and until his successor is
chosen and qualified

                                      -5-



or until he sooner dies, resigns, is removed or becomes disqualified. Any
election of Directors by stockholders shall be by ballot if so requested by any
stockholder entitled to vote thereon. No Director need be a stockholder.

         Section 4.2  Powers

         The business of the Corporation shall be managed by the Board of
Directors, which shall exercise all the powers of the Corporation except as
otherwise required by law, by the Articles of Organization or by these By-Laws.
In the event of one or more vacancies in the Board of Directors, the remaining
Directors, if at least two (2) Directors still remain in office, may exercise
the powers of the full Board until such vacancy or vacancies are filled.

         Section 4.3  Meetings of Directors

         Regular meetings of the Directors may be held without notice at such
places and at such times as may be fixed from time to time by the Directors. A
regular meeting of the Directors may be held without notice immediately
following the Annual Meeting of Stockholders or any Special Meeting held in lieu
thereof.

         Special Meetings of Directors may be called by the Chairman of the
Board, the President, the Treasurer or any two (2) or more Directors, or if
there shall be less than three (3) Directors by any one (1) Director, and shall
be held at such time and place as specified in the Call. Reasonable notice of
each special meeting of the Directors shall be given to each Director. Such
notice may be given by the Secretary or Assistant Secretary of the Board, the
Clerk or any Assistant Clerk or by the officer or one of the Directors calling
the meeting. Notice to a Director shall in any case be sufficient if sent by
telegram at least forty-eight (48) hours or by mail at least ninety-six (96)
hours before the meeting addressed to him at his usual or last known business or
residence address, or if

                                      -6-



given to him at least forty-eight (48) hours before the meeting in person or by
telephone or by handing him a written Notice. Notice of a meeting need not be
given to any Director if a written Waiver of Notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any Director
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. A Notice or Waiver of Notice need not specify the
purposes of the meeting.

         Section 4.4  Quorum of Directors

         At any meeting of the Directors, a quorum for any election or for the
consideration of any question shall consist of a majority of the Directors then
in office. Whether or not a quorum is present any meeting may be adjourned from
time to time by a majority of the votes properly cast upon the question, and the
meeting may be held as adjourned without further Notice. When a quorum is
present at any meeting, the votes of a majority of the Directors present shall
be requisite and sufficient for election to any office and shall decide any
question brought before such meeting, except in any case where a larger vote is
required by law, by the Articles of Organization or by these By-Laws.

         Section 4.5  Consent in Lieu of Meeting and Participation in Meetings
                      by Communications Equipment

         Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if all the Directors consent
to the action in writing and the written Consents are filed with the records of
the meetings of the Directors. Such Consents shall be treated for all purposes
as a vote of the Directors at a meeting.

                                      -7-



         Members of the Board of Directors or any Committee designated thereby
may participate in a meeting of such Board or Committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.

         Section 4.6  Committees

         By vote of a majority of the Directors then in office, the Directors
may elect from their own number an Executive Committee or other Committees and
may by like vote delegate to any such Committee some or all of their powers
except those which by law may not be delegated.

                                    ARTICLE 5

                                    Officers

         Section 5.1  Enumeration, Election and Term of Office

         The officers of the Corporation shall include a President, a Treasurer
and a Clerk, who shall be chosen by the Directors at their first meeting
following the Annual Meeting of the Stockholders. Each of them shall hold his
office until the next annual election to the office which he holds and until his
successor is chosen and qualified or until he sooner dies, resigns, is removed
or becomes disqualified.

         The Directors may choose one of their number to be Chairman of the
Board and determine his powers, duties and term of office. The Directors may at
any time appoint such other officers, including one or more Vice Presidents,
Assistant Treasurers, Assistant Clerks, Secretary of the Board and an Assistant
Secretary of the Board as they deem wise, and may determine their respective
powers, duties and terms of office.

                                      -8-



         No officer need be a stockholder or a Director except that the Chairman
of the Board shall be a Director. The same person may hold more than one office.

         Section 5.2  President and Chairman of the Board

         The President shall be the Chief Executive Officer of the Corporation
and, subject to the control and direction of the Directors, shall have general
supervision and control of the business of the Corporation. He shall preside at
all meetings of the stockholders at which he is present, and, if he is a
Director, at all meetings of the Directors if there shall be no Chairman of the
Board or in the absence of the Chairman of the Board.

         If there shall be a Chairman of the Board, he shall make his counsel
available to the other officers of the Corporation, and shall have such other
duties and powers as may from time to time be conferred on him by the Directors.
He shall preside at all meetings of the Directors at which he is present, and,
in the absence of the President, at all meetings of stockholders.

         Section 5.3  Treasurer and Assistant Treasurer

         The Treasurer shall have the custody of the funds and valuable books
and papers of the Corporation, except such as are directed by these By-Laws to
be kept by the Clerk or by the Secretary of the Board. He shall perform all
other duties usually incident to his office, and shall be at all times subject
to the control and direction of the Directors. If required by the Directors, he
shall give bond in such form and amount and with such sureties as shall be
determined by the Directors.

         If the Treasurer is absent or unavailable, any Assistant Treasurer
shall have the duties and powers of Treasurer and shall have such further duties
and powers as the Directors shall from time to time determine.

                                      -9-



         Section 5.4  Clerk and Assistant Clerk

         If the Corporation shall not have a resident agent appointed pursuant
to law, the Clerk shall be a resident of the Commonwealth of Massachusetts. The
Clerk shall record all proceedings of the stockholders in a book to be kept
therefor. In case a Secretary of the Board is not elected, the Clerk shall also
record all proceedings of the Directors in a book to be kept therefor.

         If the Corporation shall not have a transfer agent, the Clerk shall
also keep or cause to be kept the stock and transfer records of the Corporation,
which shall contain the names of all stockholders and the record address and the
amount of stock held by each.

         If the Clerk is absent or unavailable, any Assistant Clerk shall have
the duties and powers of the Clerk and shall have such further duties and powers
as the Directors shall from time to time determine.

         Section 5.5  Secretary of the Board and Assistant Secretary

         If a Secretary of the Board is elected, he shall record all proceedings
of the Directors in a book to be kept therefor.

         If the Secretary of the Board is absent or unavailable, any Assistant
Secretary shall have the duties and powers of the Secretary and shall have such
further duties and powers as the Directors shall from time to time determine.

         If no Secretary or Assistant Secretary has been elected, or if, having
been elected, no Secretary or Assistant Secretary is present at a meeting of the
Directors, the Clerk or an Assistant Clerk shall record the proceedings of the
Directors.

                                      -10-



         Section 5.6  Temporary Clerk and Temporary Secretary

         If no Clerk or Assistant Clerk shall be present at any meeting of the
stockholders, or if no Secretary, Assistant Secretary, Clerk or Assistant Clerk
shall be present at any meeting of the Directors, the person presiding at the
meeting shall designate a Temporary Clerk or Secretary to perform the duties of
Clerk or Secretary.

         Section 5.7  Other Powers and Duties

         Each officer shall, subject to these By-Laws and to the control and
direction of the Directors, have in addition to the duties and powers
specifically set forth in these By-Laws, such duties and powers as are
customarily incident to his office and such additional duties and powers as the
Directors may from time to time determine.

                                    ARTICLE 6

                      Resignations, Removals and Vacancies

         Section 6.1  Resignations

         Any Director or officer may resign at any time by delivering his
resignation in writing to the President or the Clerk or to a meeting of the
Directors. Such resignations shall take effect at such time as is specified
therein, or if no such time is so specified, then upon delivery thereof to the
President or the Clerk or to a meeting of the Directors.

         Section 6.2  Removals

         Directors, including Directors elected by the Directors to fill
vacancies in the Board, may be removed with or without assignment of cause by
vote of the holders of a majority of the shares entitled to vote in the election
of Directors, provided that the Directors of a class elected by a

                                      -11-



particular class of stockholders may be removed only by the vote of the holders
of a majority of the shares of the particular class of stockholders entitled to
vote for the election of such Directors.

         The Directors may terminate or modify the authority of any agent or
employee. The Directors may remove any officer from office with or without
assignment of cause by vote of a majority of the Directors then in office.

         The Directors may by vote of a majority of the Directors then in office
remove any Director for cause.

         If cause is assigned for removal of any Director or officer, such
Director or officer may be removed only after a reasonable notice and
opportunity to be heard before the body proposing to remove him.

         No Director or officer who resigns or is removed shall have any right
to any compensation as such Director or officer for any period following his
resignation or removal, or any right to damages on account of such removal
whether his compensation be by the month or by the year or otherwise; provided,
however, that the foregoing provision shall not prevent such Director or officer
from obtaining damages for breach of any contract of employment legally binding
upon the Corporation.

         Section 6.3  Vacancies

         Any vacancy in the Board of Directors, including a vacancy resulting
from an enlargement of the Board, may be filled by vote of a majority of the
Directors then in office or, in the absence of such election by the Directors,
by the stockholders at a meeting called for the purpose; provided, however, that
any vacancy created by the stockholders may be filled by the stockholders at the
same meeting at which such action was taken by them.

                                      -12-



         If the office of any officer becomes vacant, the Directors may choose
or appoint a successor by vote of a majority of the Directors present at the
meeting at which such choice or appointment is made.

         Each such successor shall hold office for the unexpired term of his
predecessor and until his successor shall be chosen or appointed and qualified,
or until he sooner dies, resigns, is removed or becomes disqualified.

                                    ARTICLE 7

     Provisions Relative to Directors, Officers, Stockholders and Employees

         Section 7.1  Certain Contracts and Transactions

         In the absence of fraud or bad faith, no contract or transaction by
this corporation shall be void, voidable or in any way affected by reason of the
fact that the contract or transaction is (a) with one or more of its officers,
Directors, stockholders or employees, (b) with a person who is in any way
interested in this corporation or (c) with a corporation, organization or other
concern in which an officer, Director, stockholder or employee of this
corporation is an officer, director, stockholder, employee or in any way
interested. The provisions of this section shall apply notwithstanding the fact
that the presence of a Director or stockholder, with whom a contract or
transaction is made or entered into or who is an officer, director, stockholder
or employee of a corporation, organization or other concern with which a
contract or transaction is made or entered into or who is in any way interested
in such contract or transaction, was necessary to constitute a quorum at the
meeting of the Directors (or any authorized committee thereof) or stockholders
at which such contract or transaction was authorized and/or that the vote of
such Director or stockholder was necessary for the adoption of such contract or
transaction, provided that if said interest was material, it shall have been

                                      -13-



known or disclosed to the Directors or stockholders voting at said meeting on
said contract or transaction. A general notice to any person voting on said
contract or transaction that an officer, Director, stockholder or employee has a
material interest in any corporation, organization or other concern shall be
sufficient disclosure as to such officer, Director, stockholder or employee with
respect to all contracts and transactions with such corporation, organization or
other concern shall be sufficient disclosure as to such officer, Director,
stockholder or employee with respect to all contracts and transactions with such
corporation, organization or other concern. This section shall be subject to
amendment or repeal only by action of the stockholders.

         Section 7.2  Indemnification

         Each Director, officer, employee and other agent of the corporation,
and any person who, at the request of the corporation, serves as a director,
officer, employee or other agent of another organization in which the
corporation directly or indirectly owns shares or of which it is a creditor
shall be indemnified by the corporation against any cost, expense (including
attorneys, fees), judgment, liability and/or amount paid in settlement
reasonably incurred by or imposed upon him in connection with any action, suit
or proceeding (including any proceeding before any administrative or legislative
body or agency), to which he may be made a party or otherwise involved or with
which he shall be threatened, by reason of his being, or related to his status
as a director, officer, employee or other agent of the corporation or of any
other organization in which the corporation directly or indirectly owns shares
or of which the corporation is a creditor, which other organization he serves or
has served as director, officer, employee or other agent at the request of the
corporation (whether or not he continues to be an officer, Director, employee or
other agent of the corporation or such

                                      -14-



other organization at the time such action, suit or proceeding is brought or
threatened), unless such indemnification is prohibited by the Business
Corporation Law of the Commonwealth of Massachusetts. The foregoing right of
indemnification shall be in addition to any rights to which any such person may
otherwise be entitled and shall inure to the benefit of the executors or
administrators of each such person. The corporation may pay the expenses
incurred by any such person in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by such person to repay such payment
if it is determined that such person is not entitled to indemnification
hereunder. This section shall be subject to amendment or repeal only by action
of the stockholders.

                                    ARTICLE 8

                                      Stock

         Section 8.1  Stock Authorized

         The total number of shares and the par value, if any, of each class of
stock which the Corporation is authorized to issue, and if more than one class
is authorized, the descriptions, preferences, voting powers, qualifications and
special and relative rights and privileges as to each class and any series
thereof, shall be as stated in the Articles of Organization.

         Section 8.2  Issue of Authorized Unissued Capital Stock

         Any unissued capital stock from time to time authorized under the
Articles of Organization and Amendments thereto may be issued, and any shares of
capital stock restored to the status of authorized but unissued stock may be
reissued, by vote of the Directors. No stock shall be issued unless the cash, so
far as due, or the property, services or expenses for which it was authorized to
be

                                      -15-



issued, has been actually received or incurred by, or conveyed or rendered
to, the Corporation, or is in its possession as surplus.

         Section 8.3  Certificates of Stock

         Each stockholder shall be entitled to a certificate in such form as may
be prescribed from time to time by the Directors or stockholders, stating the
number and the class and the designation of the series, if any, of the shares
held by him. Such certificates shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer. Such signatures may be
facsimiles if the certificate is signed by a transfer agent, or by a registrar,
other than a Director, officer or employee of the Corporation. In case any
officer who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the time of its issue.

         Every certificate issued by the Corporation for shares of stock at a
time when such shares are subject to any restriction on transfer pursuant to the
Articles of Organization, the By-Laws or any agreement to which the Corporation
is a party shall have the restriction noted conspicuously on the certificate and
shall also set forth on the face or back of the certificate either the full text
of the restriction, or a statement of the existence of such restriction and a
statement that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge. Every stock certificate
issued by the Corporation at a time when it is authorized to issue more than one
class or series of stock shall set forth upon the face or back of the
certificate either the full text of the preferences, voting powers,
qualifications and special and relative rights of the shares of each class and
series, if any, authorized to be issued, as set forth in the Articles of
Organization, or a

                                      -16-



statement of the existence of such preferences, powers, qualifications and
rights and a statement that the Corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

         Section 8.4  Replacement Certificate

         In case of the alleged loss or destruction or the mutilation of a
certificate of stock, a new certificate may be issued in place thereof, upon
such conditions as the Directors may determine.

         Section 8.5  Transfers

         Subject to the restrictions, if any, imposed by the Articles of
Organization, the By-Laws or any agreement to which the Corporation is a party,
shares of stock shall be transferred on the books of the Corporation only by the
surrender to the Corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment of such shares or by a written power of attorney to sell, assign or
transfer such shares, properly executed, with necessary transfer stamps affixed,
and with such proof that the endorsement, assignment or power of attorney is
genuine and effective as the Corporation or its transfer agent may reasonably
require. Except as may otherwise be required by law, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these By-Laws. It
shall be the duty of each stockholder to notify the Corporation of his post
office address.

                                      -17-



         Section 8.6  Record Date

         The Directors may fix in advance a time, which shall be not more than
sixty (60) days before the date of any meeting of stockholders or the date for
the payment of any dividend or the making of any distribution to stockholders or
the last day on which the consent or dissent of stockholders may be effectively
expressed for any purpose, as the record date for determining the stockholders
having the right to notice of and to vote at such meeting and any adjournment
thereof or the right to receive such dividend or distribution or the right to
give such consent or dissent, and in such case only stockholders of record on
such date shall have such right, notwithstanding any transfer of stock on the
books of the Corporation after the record date; or without fixing such record
date the Directors may for any such purposes close the transfer books for all or
any part of such period.

         If no record date is fixed and the transfer books are not closed:

         (1)      The record date for determining stockholders having the right
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given.

         (2)      The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors acts with respect thereto.

                                    ARTICLE 9

                            Miscellaneous Provisions

         Section 9.1  Execution of Papers

         All deeds, leases, transfers, contracts, bonds, notes, releases,
checks, drafts and other obligations authorized to be executed on behalf of the
Corporation shall be signed by the President or the Treasurer except as the
Directors may generally or in particular cases otherwise determine.

                                      -18-



         Section 9.2  Voting of Securities

         Except as the Directors may generally or in particular cases otherwise
determine, the President or the Treasurer may, on behalf of the Corporation (i)
waive Notice of any meeting of stockholders or shareholders of any other
corporation, or of any association, trust or firm, of which any securities are
held by this Corporation; (ii) appoint any person or persons to act as proxy or
attorney-in-fact for the Corporation, with or without substitution, at any such
meeting; and (iii) execute instruments of Consent to stockholder or shareholder
action taken without a meeting.

         Section 9.3  Corporate Seal

         The seal of the Corporation shall be a circular die with the name of
the Corporation, the word "Massachusetts" and the year of its incorporation cut
or engraved thereon, or shall be in such other form as the Board of Directors or
the stockholders may from time to time determine.

         Section 9.4  Corporate Records

         The original, or attested copies, of the Articles of Organization,
By-Laws, and the records of all meetings of incorporators and stockholders, and
the stock and transfer records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts for inspection by the stockholders at the principal
office of the Corporation or at an office of the Clerk, or if the Corporation
shall have a transfer agent or a resident agent, at an office of either of them.
Said copies and records need not all be kept in the same office.

                                   ARTICLE 10

                                   Amendments

         These By-Laws may at any time be amended or repealed by vote of the
Stockholders or, if permitted by the Articles of Organization, may be amended or
repealed by vote of a majority of the

                                      -19-



Directors then in office except that no amendment may be made by the directors
which alters provisions of these By-Laws with respect to the removal of
Directors, indemnification of Directors and officers or amendment of these
By-Laws. Notice of the substance of any proposed amendment or repeal shall be
stated in the Notice of any meeting of the stockholders called for the purpose
of proposing such amendment or repeal.

         Not later than the time of giving Notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any By-Law,
notice thereof stating the substance of such change shall be given to all
stockholders entitled to vote on amending the By-Laws.

                                      -20-

EX-3.2.22

                                                                  EXHIBIT 3.2.22

                                                        Adopted January 22, 1990

                               SCI SYSTEMS, INC.
                              AMENDED AND RESTATED
                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

         The Corporation shall at all times maintain a registered office in the
State of Delaware and a registered agent at that address but may have other
offices located in or outside of the State of Delaware as the Board of Directors
may from time to time determine.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

         2.1      Places of Meetings. All meetings of stockholders shall be held
at such place or places -a or outside of the State of Delaware as the Board of
Directors may from time to time determine or as may be designated in the notice
of meeting or waiver of notice thereof, subject to any provisions of the laws of
the State of Delaware.

         2.2      Annual Meetings. The annual meeting of stockholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held on the fourth Friday in October or on such
other date and at such other time as may be designated by the Board of
Directors. If the annual meeting is not held on the date designated, it may be
held as soon thereafter as convenient and shall be called the annual meeting.
Advance written notice of the time and place of the, annual meeting shall be
given by mail to each stockholder entitled to vote thereat at the address of
such stockholder as it appears on the records of the Corporation within the time
frame prescribed by the laws of the State of Delaware (if any), unless such
notice is waived as provided by Article IX of these By-laws.

        2.3      Special Meetings. Unless otherwise prescribed by the
Certificate of Incorporation, special meetings of stockholders may be called at
any time by the affirmative vote of at least two-thirds (2/3) of the Board of
Directors, the Chairman of the Board of Directors or stockholders holding not
less than seventy percent (70%) of the outstanding stock of the Corporation,
stating the specific purpose or purposes thereof. Advance written notice of the
time, place and specific purposes of such meeting shall be given by mail to each
stockholder entitled to vote thereat at the address of such stockholder as it
appears on the records of the Corporation within the time frame prescribed by
laws of the State of Delaware (if any), unless such notice is waived as provided
in Article IX of these By-laws. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in such notice.



         2.4      Quorum. At any meeting of stockholders, a majority of the
number of shares of stock outstanding and entitled to vote there thereat,
present in person or by proxy, shall constitute a quorum, but a smaller interest
may adjourn any meeting from time to time, and the meeting may be held as
adjourned without further notice, subject to such limitation as may be imposed
under the laws of the State of Delaware. At any such adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the originally scheduled meeting.

         2.5      Voting. At all meetings of stockholders, each stockholder
entitled to vote on the record date as determined under Article VI, Section 6.3
of these By-laws or, if not so determined, as prescribed under the laws of the
State of Delaware, shall be entitled to one vote for each share of stock
standing of record in his or her name, subject to any restrictions or
qualifications set forth in the Certificate of Incorporation or and amendment
thereto. When a quorum is present at any meeting, a majority of the number of
shares of stock entitled to vote present thereat shall decide any question
brought before such meeting, unless the question is one upon which a different
vote is required by express provision of the laws of the State of Delaware, the
Certificate of Incorporation or these By-laws, in which case such express
provision shall govern.

         2.6      List of Stockholders. Prior to every meeting and within the
time frame prescribed by the laws of the State of Delaware (if any), a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of and the number of shares
registered in the name of each stockholder, shall be prepared by the Secretary
or the transfer agent in charge of the stock ledger of the Corporation. Such
list shall be open for examination by any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for at least the minimum period
of time as may be prescribed by the laws of the State of Delaware, at such place
or places as may be prescribed by the laws of the State of Delaware. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine such list or the books of the Corporation or to vote in person or by
proxy at such meeting.

         2.7      Action Without Meeting. Unless otherwise prescribed by the
Certificate of Incorporation, any action required by the laws of the State of
Delaware to be taken at any annual or special meeting of stockholders, or any
action which may be taken at any annual or special meeting of stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by
stockholders holding not less than seventy percent (70%) of the outstanding
stock entitled to vote at such meeting with respect to the subject matter
thereof.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         3.1      Powers. The business and affairs of the Corporation shall be
carried on by or under the direction of the Board of Directors, which shall have
all the powers authorized by the laws of the State of Delaware, subject to such
limitations as may be provided by the Certificate of Incorporation or these
By-laws.

                                       -2-



         3.2      Number, Election and Qualification. The number of directors
shall be not less than three (3) and not more than eleven (11), the exact number
within -such minimum and maximum limits to be fixed and determined from time to
time by resolution of a majority of the Board of Directors. Unless otherwise
prescribed by the Certificate of Incorporation, at the annual meeting of
stockholders, directors shall be elected by a plurality of the shares of stock
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Each director shall serve until the election and
qualification of his or her successor or until his or her earlier death,
resignation, retirement, disqualification or removal as provided in the
Certificate of Incorporation or these By-laws. In case of an increase in the
number of directors between elections by the stockholders, the additional
directorships shall be considered vacancies and shall be filled in the manner
prescribed in Article V of these By-laws. Directors need not be stockholders.

         3.3      Compensation. The Board of Directors, or a committee thereof,
may from time to time by resolution authorize the payment of fees or other
compensation to the directors for services as such to the Corporation,
including, but not limited to, fees for attendance at all meetings of the Board
of Directors or any committee thereof, and determine the amount of such fees and
compensation. No compensation shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

         3.4      Notices, Meetings and Quorum. Except as otherwise expressly
provided in these By-laws, the Certificate of Incorporation or the laws -of the
State of Delaware, meetings of the Board of Directors, both regular and special,
may be held either in or outside of the State of Delaware. At all meetings of
the Board of Directors, a majority of the fixed number of directors shall
constitute a quorum for the transaction of business. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting, without notice other than an announcement at such
meeting, until a quorum shall be present.

         The Board of Directors shall, at the close of each annual meeting of
stockholders and without further notice other than these By-laws, if a quorum of
directors is then present or as soon thereafter as may be convenient, hold a
regular meeting for the election of officers and the transaction of any other
business.

         The Board of Directors may from time to time provide for the holding of
regular meetings with or without notice and may fix the times and places at
which such meetings are to be held. Meetings other than regular meetings may be
called at any time by the Chairman of the Board of Directors, the Chief
Executive Officer or the President, and may and must be called by the Secretary
or an Assistant Secretary upon the written request of at least one-half (1/2) of
the members of the Board of Directors.

         Notice of each meeting, other than a regular meeting (unless required
by the Board of Directors), shall be given to each director (i) by mailing the
same to each director at his or her residence or business address at least five
(5) days before the meeting; (ii) by sending the same by overnight courier to
each director at his or her residence or business address at least three (3)
days before the meeting; (iii) by facsimile transmission at his or her business
facsimile number and telephonic confirmation of receipt at least two (2) days
before the meeting; or (iv) by delivering the same personally or by telephone or
telegraph at least two (2) days before the meeting.

                                       -3-



Notwithstanding the preceding sentence, in case of exigency, the Chairman of the
Board of Directors, the Chief Executive Officer, the President or the Secretary
shall be duly authorized to prescribe a shorter notice to be given personally or
by telephone, telegraph, cable, facsimile transmission or wireless to all or and
one or more of the directors at their respective residences or places of
business.

         Notice of any meeting shall state the time and place of such meeting,
but need not state the purposes thereof unless otherwise required by the laws of
the State of Delaware, the Certificate of Incorporation or the Board of
Directors.

         3.5      Committees.

                  (a)  General Provision. The Board of Directors may, by
resolution adopted by a majority of the whole Board of Directors, designate one
or more committees. Each committee shall consist of two or more directors and
the Board of Directors shall elect the members thereof to serve at the pleasure
of the Board of Directors and may designate one of such members to act as
chairperson. The Board of Directors may at any time change the membership of any
such committee, fill vacancies in it, designate alternate members to replace any
absent or disqualified members at any meeting of any such committee, or dissolve
it. Each such committee shall have the powers and perform such duties, not
inconsistent with law, as may be assigned to it by the Board of Directors, and
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required. Each committee may determine its rules of procedure and
the notice to be given of its meeting. A majority of the members of each
committee shall constitute a quorum.

                  (b)  Executive Committee. The Board of Directors shall, by
resolution adopted by a majority of the whole Board of Directors, provide for an
Executive Committee. Subject to such limitations as may be imposed by the laws
of the State of Delaware, during the intervals between the meetings of the Board
of Directors, the Executive Committee shall possess and may exercise any or all
of the powers of the Board of Directors in the management or direction of the
business and affairs of the Corporation, including the full power and authority
to declare dividends, of any kind whatsoever, to authorize the issuance of
capital stock, of any class or series, of the Corporation and to adopt a
certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of the State of Delaware, as it may be amended from time to
time.

         3.6      Conference Telephone Meetings. Except as may be otherwise
prescribed by the laws of the State of Delaware, the Certificate of
Incorporation or these By-laws, any one or more members of the Board of
Directors or any committee thereof may participate in a meeting by means of a
conference telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.

         3.7      Action Without Meeting. Except as may be otherwise prescribed
by the laws of the State of Delaware, the Certificate of Incorporation or these
By-laws, any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board of Directors or committee, as the case may be, consent
thereto

                                       -4-



in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

         3.8      Directors Elected by Preferred Stockholders. Notwithstanding
anything in these By-laws to the contrary, whenever the holders of any one or
more classes or series of preferred stock issued by the Corporation shall have
the right, voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of the Certificate of Incorporation or the resolutions of the Board of
Directors creating such class or series, as the case may be, applicable thereto.

                                   ARTICLE IV

                                    OFFICERS

         4.1      Titles and Election. The officers of the Corporation shall be
the Chairman of the Board of Directors, the Chief Executive Officer, the
President, the Treasurer, one or more Vice Presidents and the Secretary. The
officers of the Corporation, in the absence of earlier resignations or removals,
shall be elected at the first meeting of the Board of Directors following each
annual meeting of stockholders. Each officer shall hold office at the pleasure
of the Board of Directors except as may otherwise be approved by the Board of
Directors, or until his or her earlier resignation, removal under these By-laws
or other termination of his employment. Any person may hold more than one office
if the duties can be consistently performed by the same person.

         The Board of Directors, in its discretion, may also at any time elect
or appoint Assistant Secretaries and Assistant Treasurers and such other
officers as it may deem advisable, each of whom shall hold office at the
pleasure of the Board of Directors, except as may otherwise be approved by the
Board of Directors, or until his or her earlier resignation, removal or other
termination of employment, and shall have such authority and shall perform such
duties as may be prescribed or deter-mined from time to time by the Board of
Directors or, in case of officers other than the Chairman of the Board of
Directors, if not prescribed or determined by the Board of Directors, as the
Chairman of Board, the Chief Executive Officer, the President or the then senior
executive officer may prescribe or determine.

         4.2      Duties. Subject to such extension, limitations, and other
provisions as the Board of Directors may from time to time prescribe or
determine, the following officers shall have the following powers and duties:

                  (a)  Chairman of the Board of Directors. The Chairman of the
Board of Directors shall be a director and, when present, shall preside at all
meetings of the stockholders and of the Board of Directors and shall be charged
with general supervision of the management and policy of the Corporation and
shall have such other powers and perform such other duties as the Board of
Directors may prescribe from time to time.

                  (b)  Chief Executive Officer. The Chief Executive Officer
shall exercise the powers and authority and perform all of the duties commonly
incident to such office, shall in the

                                       -5-



absence of the Chairman of the Board of Directors preside at all meetings of the
stockholders and of the Board of Directors if he or she is a director, and shall
perform such other duties as the Board of Directors shall specify from time to
time. The Chief Executive Officer, the President or the Treasurer, or any
officer specifically authorized by the Board of Directors, shall sign all
certificates for shares, bonds, debentures, promissory notes, deeds and
contracts of the Corporation. Either the Chairman of the Board of Directors or
the President may be Chief Executive Officer. The Chairman of the Board of
Directors shall be the Chief Executive Officer, unless the Board of Directors
shall determine that the President shall be the Chief Executive Officer.

                  (c)  President. The President shall have general and active
management power and authority over the business of the Corporation, shall see
that all orders and resolutions of the Board of Directors are carried into
effect and shall perform any and all other duties prescribed by the Board of
Directors.

                  (d)  Treasurer. The Treasurer shall have the care and custody
of the monies, funds, and securities of the Corporation (other than his own
bond, if any, which shall be in the custody of the President), shall maintain
the general accounting books/accounting records and forms of the Corporation and
shall have and perform, under the supervision of the Board of Directors, all the
powers and duties commonly incident to such office. In addition to the
foregoing, the Treasurer shall have such duties as may be prescribed or
determined from time to time by the Board of Directors or by the Chief Executive
officer or the President if the Board of Directors does not do so.

                  (e)  Vice Presidents. The Vice President or Vice Presidents
shall perform such duties and have such powers as may be assigned to them from
time to time by the Board of Directors or by the Chief Executive Officer or the
President if the Board of Directors does not do so.

                  (f)  Secretary. The Secretary, or in his or her absence an
Assistant Secretary, shall keep the minutes of all meetings of stockholders and
of the Board of Directors and any committee thereof, give and serve all notices,
attend to such correspondence as may be assigned to the Secretary, keep in safe
custody the seal of the Corporation, and affix such seal to all such instruments
properly executed as may require it, attest to the signatures of officers of the
Company and shall perform all of the duties commonly incident to such office and
shall have such other duties and powers as may be prescribed or determined from
time to time by the Board of Directors or by the Chief Executive Officer or- the
President if the Board of Directors does not do so.

         4.3      Delegation of Authority. The Board of Directors may at any
time delegate the powers and duties of any officer for the time being to any
other officer, director or employee.

         4.4      Compensation. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors or a committee thereof, and
the fact that any officer is a director shall not preclude him or her from
receiving compensation or from voting upon the resolution providing the same. No
such compensation shall preclude any officer from serving the Corporation as a
director or in any other capacity and receiving compensation therefor.

                                       -6-



                                    ARTICLE V

                      RESIGNATIONS, VACANCIES AND REMOVALS

         5.1      Resignations. Any director or officer may resign at any time
by giving written notice thereof to the Board of Directors, the Chief Executive
Officer, the President or the Secretary. Any such resignation shall take effect
at the time specified therein or, if the time be not specified, upon receipt
thereof, and unless otherwise specified therein, the acceptance of any
resignation shall not be necessary to make it effective.

         5.2      Vacancies.

                  (a)  Directors. Except as may otherwise be provided by the
Certificate of Incorporation, any vacancy in the Board of Directors caused by
reason of death, incapacity, resignation, removal, increase in the authorized
number of directors or otherwise, shall be filled by a majority vote of the
remaining directors though less than a quorum, or by the sole remaining
director. Any director so elected by the Board of Directors shall serve until
the next annual meeting of stockholders at which directors of the class in which
such director serves are to be elected and until the election and qualification
of his successor or until his earlier death, resignation, retirement,
disqualification or removal as provided in the Certificate of Incorporation or
these By-laws. The Board of Directors also may reduce their authorized number by
the number of vacancies in the Board, provided such reduction does not reduce
the Board to less than the minimum authorized by the laws of the State of
Delaware or to less than the number of directors then in office.

                  (b)  Officers. The Board of Directors may at any time or from
time to time fill any vacancy among the officers of the Corporation.

         5.3      Removals.

                  (a)  Directors. The entire Board of Directors, or any
individual member thereof, may be removed in the manner prescribed by the laws
of the State of Delaware and the Certificate of Incorporation.

                  (b)  Officers. Subject to the provisions of any validly
existing agreement, the Board of Directors may at any meeting remove from office
any officer, with or without cause, and may appoint a successor.

                                   ARTICLE VI

                                  CAPITAL STOCK

         6.1      Certificates of Stock. Every stockholder shall be entitled to
a certificate or certificates for shares of the capital stock of the Corporation
in such form as may be prescribed or authorized by the Board of Directors, duly
numbered and setting forth the number and kind of shares represented thereby.
Such certificates shall be signed by the Chairman of the Board of Directors, or
by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or by the Secretary or an Assistant Secretary. Any or all of such
signatures may be in facsimile. In case any

                                       -7-



officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed on a certificate has ceased to be such officer, transfer agent
or registrar before the certificate has been issued, such certificate may
nevertheless be issued and delivered by the Corporation with the same effect as
if such person were such officer, transfer agent or registrar at the date of
issue.

         6.2      Transfer of Stock. Shares of the capital stock of the
Corporation shall be transferable only upon the books of the Corporation upon
the surrender of the certificate or certificates properly assigned and endorsed
for transfer. If the Corporation has a transfer agent or registrar acting on its
behalf, the signature of any officer or representative thereof may be in
facsimile.

         The Board of Directors may appoint a transfer agent and one or more
co-transfer agents and a registrar and one or more co-registrars and may make or
authorize such agents to make all such rules and regulations deemed expedient
concerning the issuance, transfer and registration of shares of stock.

         6.3      Record Dates. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix in advance a record date in
any manner not prohibited by the laws of the State of Delaware. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shad] apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

         6.4      Lost Certificates. In case of loss or mutilation or
destruction of a stock certificate, a duplicate certificate may be issued upon
such terms as may be determined or authorized by the Board of Directors or by
the Chief Executive Officer or the President if the Board of Directors does not
do so.

                                   ARTICLE VII

                      FISCAL YEAR, BANK DEPOSITS AND CHECKS

         7.1      Fiscal Year. The fiscal year of the Corporation shall be a
year ending June 30 unless otherwise fixed by resolution of the Board of
Directors.

         7.2      Bank Deposits, Checks and Other Orders. The funds of the
Corporation shall be deposited in the name of the Corporation or of any division
thereof in such banks, trust companies or other financial institutions in the
United States or elsewhere as may be designated from time to time by the Board
of Directors, or by such officer or officers as the Board of Directors may
authorize to make such designations.

         All checks, drafts or other orders for the withdrawal of funds from any
such account shall be signed by such person or persons as may be designated from
time to time by the Board of Directors.

                                       -8-



The signatures on checks, drafts or other orders for the withdrawal of funds may
be in facsimile if authorized in the designation.

                                  ARTICLE VIII

                                BOOKS AND RECORDS

         8.1      Place or Keeping Books. The books and records of the
Corporation may be kept in the State of Alabama or at such other place or places
in or outside of the State of Delaware as the Board of Directors may from time
to time determine.

         8.2      Examination of Books. Except as may otherwise be provided by
the laws of the State of Delaware, the Certificate of Incorporation or these
By-laws, the Board of Directors shall have the power to determine from time to
time whether and to what extent and at what times and places and under what
conditions any of the accounts, records and books of the Corporation are to be
open to the inspection of any stockholder. No stockholder shall have any right
to inspect any account or book or document of the Corporation except as
prescribed by law or authorized by express resolution of the Board of Directors.

                                   ARTICLE IX

                                     NOTICES

         9.1      Requirements of Notice. Whenever notice is required to be
given by statute, the Certificate of Incorporation or these By-laws, it shall
not mean personal notice unless so specified, but such notice may be given in
writing by depositing the same in a post office, letter box, or mail chute
postage prepaid and addressed to the person to whom such notice is directed at
the address of such person on the records of the Corporation, and such notice
shall be deemed given at the time when the same shall be thus mailed.

         9.2      Waivers. Any stockholder, director or officer may, in writing
or by telegram or cable, at any time waive any notice or other formality
required by statute, the Certificate of Incorporation or these By-laws. Such
waiver of notice, whether given before or after any meeting or action, shall be
deemed equivalent to notice. Except as may otherwise be prescribed by the laws
of the State of Delaware, the Certificate of Incorporation or these By-laws,
presence of a stockholder either in person or by proxy at any meeting of
stockholders and presence of any director at any meeting of the Board of
Directors shall constitute a waiver of such notice as may be required by any
statute, the Certificate of Incorporation or these By-laws.

                                    ARTICLE X

                                      SEAL

         The corporate seal of the Corporation shall be in such form as the
Board of Directors shall determine from time to time and may consist of a
facsimile thereof or the words "Corporate Seal" or "Seal" enclosed in
parentheses.

                                       -9-



         In the absence of the Secretary, any other officer of the Corporation
may affix and attest the seal of the Corporation to any instrument requiring it,
unless otherwise provided by resolution of the Board of Directors.

                                   ARTICLE XI

                               POWERS OF ATTORNEY

         The Board of Directors may authorize one or more of the officers of the
Corporation to execute powers of attorney delegating to named representatives or
agents power to represent or act on behalf of the Corporation, with or without
power of substitution.

         In the absence of any action by the Board of Directors, any officer of
the Corporation may execute for and on behalf of the Corporation waivers of
notice of meetings of stockholders and proxies for such meetings of any company
in which the Corporation may hold voting securities.

                                   ARTICLE XII

              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

         12.1     Action Other Than by or in Right of Corporation. Subject to
Section 12.3 hereof and such limitations as may be provided by the Certificate
of Incorporation, the Corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, and whether external or
internal to the Corporation (all such claims, actions, suits and proceedings
being referred to hereafter as a "Proceeding") (other than a judicial action or
suit brought by or in the fight of the Corporation), by reason of the fact that
the person is or was a director, officer, employee or agent (unless such agent
has entered into a written agreement with the Corporation which sets forth a
standard of care other than the ones articulated in this Section) of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, fiduciary, employee or agent (unless such
agent has entered into a written agreement with the Corporation which sets forth
a standard of care other than the ones articulated in this Section) of another
foreign or domestic corporation, partnership, joint venture, trust, or other
enterprise (all such persons being referred to hereafter as an "Agent", except
that the term Agent shall not include trustees, fiduciaries or agents who are
serving at the request of the Corporation with respect to an employee benefit
plan (i) who are not employees, officers or directors of the Corporation but who
are compensated by the Corporation for their services, or (ii) who have entered
into a written agreement with the Corporation which sets forth a standard of
care other than the ones set forth in this Section), against expenses (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by the person in connection with such
Proceeding if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
(a) the person did not act in good faith, (b) the person did not act in a manner
which he or she reasonably

                                      -10-



believed to be in or not opposed to the best interests of the Corporation, and,
(c) with respect to any criminal action or proceeding, that the person had
reasonable cause to believe that his or her conduct was unlawful. (As amended,
October 29, 1993.)

         12.2     Action by or in Right of the Corporation. Subject to Section
12.3 hereof and such limitations as may be provided by the Certificate of
Incorporation, the Corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any Proceeding by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that the person is or was an Agent against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such Proceeding if the person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation, unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         12.3     Determination of Right of Indemnification. Unless ordered by a
court or otherwise prescribed by the Certificate of Incorporation, any
indemnification under Sections 12.1 and 12.2 hereof shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because such person
has met the applicable standard of conduct set forth in Sections 12.1 and 12.2
hereof. Such a determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who are or were not parties to
such Proceeding, or (b) if such a quorum is not obtainable, or, if obtainable, a
quorum oil disinterested directors so directs, by the firm of independent legal
counsel then employed by the Corporation, in a written opinion, or (c) by the
affirmative vote of the holders of a majority of the shares entitled to vote
thereon.

         12.4     Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article XII, to the extent that an
Agent of the Corporation has been successful on the merits or otherwise
including dismissal of an action without prejudice or the settlement of a
Proceeding without admission of liability in defense of any Proceeding referred
to in Sections 12.1 and 12.2 hereof, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

         12.5     Indemnification Against Expenses or Witnesses. The Corporation
shall indemnify and hold harmless any person who is or was an Agent against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the appearance of such person as a witness in any
Proceeding as a result of such person having occupied such office or position,
or undertaken such service when such person is not a party to such Proceeding.

         12.6     Advances of Expenses. Expenses (including attorneys' fees)
incurred by an Agent in defending any Proceeding, shall be paid by the
Corporation in advance of the final disposition of such Proceeding upon receipt
of an undertaking by or on behalf of such Agent to repay such amount

                                      -11-



if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article XII. Such expenses
incurred by other employees and agents may be so paid upon terms and conditions,
if any, as the Board of Directors deems appropriate.

         12.7     Other Rights and Remedies. The indemnification and advancement
of expenses provided by or granted pursuant to this Article Xii shall be a
contract right, shall not be deemed exclusive of any other rights, in respect of
indemnification or otherwise, to which an Agent seeking indemnification or
advancement of expenses may be entitled under any statute, rule of law,
provisions of articles of incorporation, by-law, resolution, agreement or
otherwise either specifically or in general terms, both as to action by an Agent
in his or her official capacity and as to action in another capacity while
holding such office or position, and shall continue as to a person who has
ceased to be an Agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         12.8     Insurance. The Corporation may purchase and maintain insurance
on behalf of an Agent against any liability asserted against such person and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this Article XII.

         12.9     Certain Definitions. For purposes of this Article XII,
references to the "Corporation" shall include, in addition to the resulting or
surviving corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power to indemnify its directors,
officers, employees and agent, (unless such agent has entered into a written
agreement with the Corporation which sets forth a standard of care other than
the ones articulated in this Section), so that any person who is or was a
director, officer, employee or agent (unless such agent has entered into a
written agreement with the corporation which sets forth a standard of care other
than the ones articulated in this Section) of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director,
officer, partner, trustee, fiduciary, employee or agent (unless such agent has
entered into a written agreement with the corporation which sets forth a
standard of care other than the ones articulated in this Section) of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Article XII with respect
to the resulting or surviving corporation as he or she would have with respect
to such constituent corporation if its separate existence had continued;
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director or officer employee
or agent (unless such agent has entered into a written agreement with the
Corporation which sets forth a standard of care other than the ones articulated
in this Section) of the Corporation which imposes duties on, or involves
services by, such director, officer, employee or agent (unless such agent has
entered into a written agreement with the corporation which sets forth a
standard of care other than the ones articulated in this Section) of the
Corporation with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
XII. Any indemnification under this Article XII with regard to any employee
benefit plan

                                      -12-



shall apply notwithstanding any provisions of any employee benefit plan.
Notwithstanding anything contained herein to the contrary, trustees, fiduciaries
or agents who are serving at the request of the Corporation with respect to an
employee benefit plan (i) who are not employees, officers or directors of the
Corporation but are compensated by the Corporation for their services, or (ii)
who have entered into a written agreement with the Corporation which sets forth
a standard of care other than the ones set forth in this Section, shall not be
indemnified pursuant to this Section. (As amended, October 29, 1993.)

         12.10    Indemnification and Insurance of Other Persons. The provisions
of this Article XII shall not be deemed to preclude the Corporation from either
indemnifying or purchasing and maintaining insurance on behalf of, or both, any
person who is not an Agent but whom the Corporation has the power or obligation
to indemnify or insure under the provisions of the General Corporation Law of
the State of Delaware or otherwise. The Corporation may, in its sole discretion,
indemnify or insure, or both, an employee, trustee or other agent as permitted
by the General Corporation Law of the State of Delaware. The Corporation shall
indemnify or insure any employee, trustee or other agent where required by law.

         12.11    Savings Clause. If for any reason, any provision of this
Article XII is held invalid, in whole or in pan, such invalidity shall not
affect any other provision or part of this Article XII not held so invalid, and
each such other provision or part shall to the full extent consistent with law
continue in full force and effect.

         12.12    Indemnification Agreements. The Corporation shall be
privileged to enter into such agreements of indemnification with its directors,
officers, agents or underwriters or other persons with whom it may deal with
respect to liability under any federal or state law or regulation or under
common law, to the extent permitted by law; provided that no agreement shall be
entered into which violates the Securities Act of 1933, as amended, or any
regulation adopted thereunder.

                                  ARTICLE XIII

                                   AMENDMENTS

         Except as otherwise provided by the laws of the State of Delaware, the
Certificate of Incorporation or these By-laws, these By-laws may be amended or
repealed either:

                  (a)  at any meeting of stockholders at which a quorum is
present~ by vote of a majority of the number of shares of stock entitled to vote
present in person or by proxy at such meeting, as provided in Article II,
Sections 2.4 and 2.5 of these By-laws, or

                  (b)  at any meeting of the Board of Directors at which a
quorum is present by a majority vote of the directors present at such meeting;

provided that the notice of such meeting of stockholders or directors or waiver
of notice thereof contains a statement of the substance of the proposed
amendment or repeal.

                                      -13-

EX-3.2.23

                                                                  EXHIBIT 3.2.23

                          AMENDED AND RESTATED BY-LAWS

                             SCI U.K. HOLDING, INC.

                                    ARTICLE I

                                     OFFICES

         Section 1.    The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2.    The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1.    Meetings of stockholders may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

         Section 2.    Annual meetings of stockholders, commencing with the
year 1989, shall be held on the fourth Friday in October, or if a legal holiday,
then on the next such day following that day at 10:00 a.m. at which they shall
elect, by a plurality vote a board of directors, and transact such other
business as shall properly be brought before the meeting.

         Section 3.    Written notice of the annual meeting shall be given to
each stockholder entitled to vote thereat not less than ten nor more than sixty
days before the date of the meeting.

         Section 4.    The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produce and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5.    Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount the entire capital



stock of the corporation issued and outstanding and entitled to vote. Such
request shall state the purpose or purposes of the proposed meeting.

         Section 6.    Written notice of a special meeting of stockholders,
stating the time, place and object thereof, shall be given to each stockholder
entitled to vote thereat, not less than ten nor more than sixty days before the
date fixed for the meeting.

         Section 7.    Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

         Section 8.    The holders of the majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

         Section 9.    When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 10.   Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy of each share of the
capital stock having power hold by such stockholder, but no proxy shall be voted
on after three years from its date, unless the proxy provides for a longer
period.

         Section 11.   Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or if the certificate of incorporation, such action
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent to the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery to the corporation's registered office shall
be by hand or by certified mail, return receipt requested. Every consent shall
bear the date of signature of each stockholder who signs the consent, and no
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the earliest dated consent delivered to the
corporation, written consents of sufficient number of stockholders to take
action are the corporation.

                                      -2-



                                   ARTICLE III

                                    DIRECTORS

         Section 1.    The number of directors which shall constitute the whole
board shall not be less than one nor more than eleven. Within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders, except as provided in Section 2 of
this Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

         Section 2.    Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

         Section 3.    The business of the corporation shall be manage, by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.    The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

         Section 5.    The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time and place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6.    Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7.    Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram. Special meetings shall be called by the president or secretary in
like manner on like notice on the written request of the directors.

         Section 8.    At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be, present at any meeting of the board of directors the
directors present thereat may adjourn the

                                       -3-



meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 9.    Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors any committee thereof may be taken without
a meeting, if a written Consent thereto is signed by all members of the board or
of such committee as the case may be, and such written consent is filed with the
minutes of proceedings of the board or committee.

                             COMMITTEES OF DIRECTORS

         Section 10.   The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, such committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation affixed to all papers which may
require it. Such committee or committees shall have such name or names an may be
determined from time to time by resolution adopted by the board of directors.

         Section 11.   Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 12.   The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director as is determined by the board of directors. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members or standing committees may be allowed
like compensation for attending committee meetings.

                              CHAIRMAN OF THE BOARD

         Section 13.   The board of directors at its first meeting shall choose
a Chairman from among the directors.

         Section 14.   The Chairman shall have such powers as the board of
directors may from time to time prescribe.

                                   ARTICLE IV

                                 INDEMNIFICATION

         Section 1.    Under the circumstances prescribed in Sections __ and 5
of this Article, the corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding, whether formal or
informal, and whether civil, criminal, administrative or investigative,
including appeals,

                                       -4-



(other than an action by or in the right of the corporation) by reason of the
fact that the person is or-das a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses including attorneys fees, judgments, fines,
penalties ad amounts paid in settlement actually and reasonably incurred by the
person in connection with such claim, action, suit or proceeding if the person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any claim, action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that (a) the person
did not act in good faith, (b) the person did not act in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, (c) with respect to any criminal action or proceeding, that
the person had reasonable cause to believe that his or her conduct was unlawful.

         Section 2.    Under the circumstances prescribed in Sections 3 and 5 of
this Article, the corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed claim, action, suit or proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such claim, action,
suit or proceeding if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable in the performance of his or her duty to the corporation, unless and only
to the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

         Section 3.    To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any claim, action, suit or proceeding referred to in Sections 1 and 2 of this
Article, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees accrued and
reasonably incurred by him or her on connection therewith notwithstanding that
he has not been successful on any other issue or matter in any such claim,
action, suit or proceeding.

         Section 4.    The corporation shall indemnify and hold harmless any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees, actually and reasonably incurred by
such person in connection with the appearance of such person as a witness in any
claim, action, suit or proceeding, whether

                                       -5-



formal or informal and whether civil, criminal, administrative or investigative,
including appeals, as a result of such person having occupied such office or
position or undertaken such service when such person is not a party to such
action, suit or proceeding.

         Section 5.    Except as provided in Section 3 and except as may be
ordered by a court, any indemnification under Sections 1 and 2 of this Article
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Sections 1 and 2 of this Article. Such a
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to, or who have been
wholly successful on the merits or otherwise with respect to, such claim,
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, if
obtainable, a quorum of disinterested directors so directs, by the firm of
independent legal counsel then employed by the corporation, in a written
opinion, or (c) by the affirmative vote of a majority of the shares entitled to
vote thereon.

         Section 6.    Expenses (including attorneys' fees) incurred in
defending a civil or criminal claim, action, suit or proceeding, shall be paid
by the corporation in advance of the final disposition of such claim, action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the
corporation as authorized in this Article.

         Section 7.    The indemnification and advancement of expenses provided
by or granted pursuant to this Article shall be a contract right, shall not be
deemed exclusive of any other rights, in respect of indemnification or
otherwise, to which those seeking indemnification or advancement of expenses may
be entitled under any statute, rule of law, provisions of any certificate of
incorporation, by-law, resolution, agreement or otherwise either specifically or
in general terms, both as to action by a director, officer, employee or agent in
his or her official capacity and as to action in another capacity while holding
such office or position, and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. The corporation shall not
effect any sale of substantially all of its assets, merge, consolidate or effect
other reorganizations unless the purchaser or surviving entity agrees to assume
all such obligations of the corporation.

         Section 8.    The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against such person and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of this Article.

         Section 9.    For the purposes of this Article, the corporation shall
be deemed to have requested a director, officer, employee or agent of the
corporation to serve an employee benefit plan whenever the performance by such
person of his or her duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or to participants in or
beneficiaries of

                                       -6-



the plan; "fines" shall be deemed to include excise taxes assessed on such
person with respect to an employee benefit plan pursuant to applicable law; and
action taken or omitted by such person with respect to an employee benefit plan
in the performance of his or her duties for a purpose reasonably believed by him
or her to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
the corporation. Any indemnification under this Article with regard to any
employee benefit plan shall apply notwithstanding any provisions of any employee
benefit plan. The corporation shall include any domestic or foreign predecessor
entity of the corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

         Section 10.   If for any reason, any provision of the Article is held
invalid, in whole or in part, such invalidity shall not affect any other
provision or part of this Article held so invalid, and each such other provision
or part shall to the full extent consistent with law continue in full force and
effect.

                                    ARTICLE V

                                    OFFICERS

         Section 1.    The officers of the corporation shall be chosen by the
board of directors and shall be a president, a secretary and a treasurer. The
board of directors may also choose vice-presidents, and one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person.

         Section 2.    The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a secretary and a
treasurer, none of whom need to be a member of the board.

         Section 3.    The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

         Section 4.    The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

         Section 5.    The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 6.    The President shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and, when
prescribed by the board, at meetings of the board of directors, shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.

                                       -7-



         Section 7.    He shall execute bonds, mortgages and other contracts
requiring a seal under the seal of the corporation except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESDENTS

         Section 8.    The vice-presidents, if any, in order determined by the
board of directors, shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9.    The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose when required. The secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or president, whose supervision the secretary shall be.
The secretary shall keep in safe custody the seal of the corporation and, when
authorized by the board of directors, affix the same to any instrument requiring
it and, when so affixed, it shall be attested by the secretary's signature or by
the signature of an assistant secretary.

         Section 10.   The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11.   The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12.   He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13.   If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration of
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

                                       -8-



         Section 14.   The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

         Section 1.    The shares of the corporation shall be represented by
certificates, provided that the board of directors of the corporation may
provide by resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the corporation. Notwithstanding the adoption of such a
resolution by the board of directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the chairman or vice-chairman of the board of directors, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation representing the number of shares
registered in certificate form. Any or all the signatures on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

         Section 2.    The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to be lost, stolen or destroyed, and the corporation may require the
owner of the lost, stolen or destroyed certificate, or his legal representative,
to give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate or uncertificated
share.

                               TRANSFERS OF STOCK

         Section 3.    Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                              FIXING OF RECORD DATE

         Section 4.    In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders on
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than sixty

                                       -9-



nor less than ten days before the date of such meeting. If no record date is
fixed by the board of directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; providing, however, that the board of directors may
fix a new record date for the adjourned meeting.

         Section 5.    In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is adopted by the
board of directors. If no record date has been fixed by the board or directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by this Article, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. If no record date has
been fixed by the board of directors and prior action by the board of directors
is required by this Article, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the board of directors adopts the
resolution taking such prior action.

         Section 6.    In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating
thereto.

                             REGISTERED STOCKHOLDERS

         Section 7.    The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessment a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                      -10-



                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1.    Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to and as permitted by law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

                                ANNUAL STATEMENT

         Section 2.    The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

                                     CHECKS

         Section 3.    All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 4.    The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

         Section 5.    The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1.    The by-laws may be altered or repealed only by action of
the stockholders or board of directors.

                                      -11-



                      BY-LAW AMENDMENT AS OF JUNE 19, 1987

         1.1      The principal office of the corporation be established and
                  maintained in Huntsville, Alabama, or in such other locations
                  as the Directors shall from time to time determine.

         2.1      Annual meeting. A meeting of shareholders of the corporation
                  shall be held annually, within four (4) months of the end of
                  each fiscal year of the corporation. The annual meeting shall
                  be held at such time and at such place as the Directors shall
                  determine from time to time and as shall be specified in the
                  notice of the meeting.

         2.2      Special meetings. Special meetings of the shareholders may be
                  called at any time by the President or any holder or holders
                  of as much as twenty-five percent of the outstanding capital
                  stock of the corporation. Special meetings shall be held at
                  such time and at such place as shall be specified in the
                  notice of the meeting.

         3.2      Number of Directors. The Board of Directors shall consist of
                  three (3) members. Directors shall be elected at each annual
                  meeting of the shareholders and shall serve for a term of one
                  year and until their successors are elected. A majority of
                  said Directors shall constitute a quorum for the transaction
                  of business. All resolutions adopted and all business
                  transacted by the Board of Directors shall require the
                  affirmative vote of a majority of the Directors present at the
                  meeting.

         3.4      Meetings. The Directors shall meet annually without notice,
                  following the annual meeting of the shareholders. Special
                  meetings of the Directors may be called at any time by the
                  President or by any two Directors, on two days' written notice
                  to each Director, which notice shall specify the time and
                  place of the meeting. Notice of any such meeting may be waived
                  by an instrument in writing executed before or after the
                  meeting. Attendance in person at such meeting shall constitute
                  a waiver of notice thereof.

EX-3.2.24

                                                                  EXHIBIT 3.2.24

                                AMENED & RESTATED

                                     BY-LAWS

                              OF INTERAGENCY, INC.

                        (effective as of August 23, 2002)



                                TABLE OF CONTENTS



                                                                           PAGE
                                                                           ----
                                                                        
ARTICLE I - CORPORATE OFFICES.............................................. 1

         1.1      REGISTERED OFFICE........................................ 1
         1.2      OTHER OFFICES............................................ 1

ARTICLE II - MEETINGS OF STOCKHOLDERS...................................... 1

         2.1      PLACE OF MEETINGS........................................ 1
         2.2      ANNUAL MEETING........................................... 1
         2.3      SPECIAL MEETING.......................................... 1
         2.4      NOTICE OF STOCKHOLDERS' MEETINGS......................... 2
         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE............. 2
         2.6      QUORUM................................................... 2
         2.7      ADJOURNED MEETING; NOTICE................................ 2
         2.8      CONDUCT OF BUSINESS...................................... 3
         2.9      VOTING................................................... 3
         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.. 3
         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
                  CONSENTS................................................. 3
         2.12     PROXIES.................................................. 4
         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE.................... 4

ARTICLE III - DIRECTORS.................................................... 5

         3.1      POWERS................................................... 5
         3.2      NUMBER OF DIRECTORS...................................... 5
         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.. 5
         3.4      RESIGNATION AND VACANCIES................................ 5
         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE................. 6
         3.6      REGULAR MEETINGS......................................... 6
         3.7      SPECIAL MEETINGS; NOTICE................................. 6
         3.8      QUORUM................................................... 7
         3.9      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING........ 7
         3.10     FEES AND COMPENSATION OF DIRECTORS....................... 7
         3.11     APPROVAL OF LOANS TO OFFICERS............................ 7
         3.12     REMOVAL OF DIRECTORS..................................... 7

ARTICLE IV - COMMITTEES.................................................... 8

         4.1      COMMITTEES OF DIRECTORS.................................. 8
         4.2      COMMITTEE MINUTES........................................ 8
         4.3      MEETINGS AND ACTION OF COMMITTEES........................ 8

ARTICLE V - OFFICERS....................................................... 9

         5.1      OFFICERS................................................. 9
         5.2      APPOINTMENT OF OFFICERS.................................. 9
         5.3      SUBORDINATE OFFICERS..................................... 9
         5.4      REMOVAL AND RESIGNATION OF OFFICERS...................... 9


                                       -i-



                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                           PAGE
                                                                           ----
                                                                        
         5.5      VACANCIES IN OFFICES.....................................  9
         5.6      CHAIRPERSON OF THE BOARD................................. 10
         5.7      CHIEF EXECUTIVE OFFICER.................................. 10
         5.8      PRESIDENT................................................ 10
         5.9      VICE PRESIDENTS.......................................... 10
         5.10     SECRETARY................................................ 10
         5.11     CHIEF FINANCIAL OFFICER.................................. 11
         5.12     ASSISTANT SECRETARY...................................... 11
         5.13     TREASURER; ASSISTANT TREASURER........................... 11
         5.14     REPRESENTATION OF SHARES OF OTHER CORPORATIONS........... 12
         5.15     AUTHORITY AND DUTIES OF OFFICERS......................... 12

ARTICLE VI - RECORDS AND REPORTS........................................... 12

         6.1      MAINTENANCE AND INSPECTION OF RECORDS.................... 12
         6.2      INSPECTION BY DIRECTORS.................................. 12

ARTICLE VII - GENERAL MATTERS.............................................. 13

         7.1      CHECKS................................................... 13
         7.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS......... 13
         7.3      STOCK CERTIFICATES; PARTLY PAID SHARES................... 13
         7.4      SPECIAL DESIGNATION ON CERTIFICATES...................... 13
         7.5      LOST CERTIFICATES........................................ 14
         7.6      CONSTRUCTION; DEFINITIONS................................ 14
         7.7      DIVIDENDS................................................ 14
         7.8      FISCAL YEAR.............................................. 14
         7.9      SEAL..................................................... 14
         7.10     TRANSFER OF STOCK........................................ 15
         7.11     STOCK TRANSFER AGREEMENTS................................ 15
         7.12     REGISTERED STOCKHOLDERS.................................. 15
         7.13     WAIVER OF NOTICE......................................... 15

ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION........................... 15

         8.1      NOTICE BY ELECTRONIC TRANSMISSION........................ 15
         8.2      DEFINITION OF ELECTRONIC TRANSMISSION.................... 16
         8.3      INAPPLICABILITY.......................................... 16

ARTICLE IX - AMENDMENTS.................................................... 16


                                      -ii-



                 AMENDED & RESTATED BY-LAWS OF INTERAGENCY, INC.

                         ARTICLE I -- CORPORATE OFFICES

         1.1      REGISTERED OFFICE.

         The registered office of Interagency, Inc. shall be fixed in the
corporation's certificate of incorporation, as the same may be amended from time
to time.

         1.2      OTHER OFFICES.

         The corporation's Board of Directors (the "Board") may at any time
establish other offices at any place or places where the corporation is
qualified to do business.

                     ARTICLE II -- MEETINGS OF STOCKHOLDERS

         2.1      PLACE OF MEETINGS.

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the Board. The Board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law (the
"DGCL"). In the absence of any such designation or determination, stockholders'
meetings shall be held at the corporation's principal executive office.

         2.2      ANNUAL MEETING.

         The annual meeting of stockholders shall be held each year. The Board
shall designate the date and time of the annual meeting. In the absence of such
designation the annual meeting of stockholders shall be held on the second
Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding business day. At the annual meeting, directors shall be elected and
any other proper business may be transacted.

         2.3      SPECIAL MEETING.

         A special meeting of the stockholders may be called at any time by the
Board, chairperson of the Board, chief executive officer or president (in the
absence of a chief executive officer) or by one or more stockholders holding
shares in the aggregate entitled to cast not less than 10% of the votes at that
meeting.

         If any person(s) other than the Board calls a special meeting, the
request shall:

                  (i)      be in writing;

                  (ii)     specify the time of such meeting and the general
nature of the business proposed to be transacted; and



                  (iii)    be delivered personally or sent by registered mail or
by facsimile transmission to the chairperson of the Board, the chief executive
officer, the president (in the absence of a chief executive officer) or the
secretary of the corporation.

         The officer(s) receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote at such meeting, in accordance with
the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be
held at the time requested by the person or persons calling the meeting. No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders. Nothing contained in this paragraph of
this Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board may be held.

         2.4      NOTICE OF STOCKHOLDERS' MEETINGS.

         All notices of meetings of stockholders shall be sent or otherwise
given in accordance with either Section 2.5 or Section 8.1 of these bylaws not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notice shall specify the
place, if any, date and hour of the meeting, the means of remote communication,
if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

         Notice of any meeting of stockholders shall be given:

                  (i)      if mailed, when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the corporation's records; or

                  (ii)     if electronically transmitted as provided in Section
8.1 of these bylaws.

         An affidavit of the secretary or an assistant secretary of the
corporation or of the transfer agent or any other agent of the corporation that
the notice has been given by mail or by a form of electronic transmission, as
applicable, shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

         2.6      QUORUM.

         The holders of a majority of the stock issued and outstanding and
entitled to vote, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of the stockholders. If,
however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting, or (ii) the
stockholders entitled to vote at the meeting, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

         2.7      ADJOURNED MEETING; NOTICE.

         When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time, place if any thereof, and the means of remote communications if any by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned

                                       -2-



meeting are announced at the meeting at which the adjournment is taken. At the
continuation of the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         2.8      CONDUCT OF BUSINESS.

         The chairperson of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of business.

         2.9      VOTING.

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to Section 217 (relating to voting rights of fiduciaries, pledgors and
joint owners of stock) and Section 218 (relating to voting trusts and other
voting agreements) of the DGCL.

         Except as may be otherwise provided in the certificate of incorporation
or these bylaws, each stockholder shall be entitled to one vote for each share
of capital stock held by such stockholder.

         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise provided in the certificate of incorporation, any
action required by the DGCL to be taken at any annual or special meeting of
stockholders of a corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the corporation as
provided in Section 228 of the DGCL. In the event that the action which is
consented to is such as would have required the filing of a certificate under
any provision of the DGCL, if such action had been voted on by stockholders at a
meeting thereof, the certificate filed under such provision shall state, in lieu
of any statement required by such provision concerning any vote of stockholders,
that written consent has been given in accordance with Section 228 of the DGCL.

         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

         In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which record date shall

                                       -3-



not precede the date on which the resolution fixing the record date is adopted
and which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other such action.

         If the Board does not so fix a record date:

                  (i)      The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

                  (ii)     The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board is necessary, shall be the day on which the first
written consent is expressed.

                  (iii)    The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

         2.12     PROXIES.

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of Section
212 of the DGCL.

         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE.

         The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. The corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least 10
days prior to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
corporation's principal executive office. In the event that the corporation
determines to make the list available on an electronic network, the corporation
may take reasonable steps to ensure that such information is available only to
stockholders of the corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting. Such list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

                                       -4-



                             ARTICLE III - DIRECTORS

         3.1      POWERS.

         Subject to the provisions of the DGCL and any limitations in the
certificate of incorporation or these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board.

         3.2      NUMBER OF DIRECTORS.

         The authorized number of directors shall be determined from time to
time by resolution of the Board or the stockholders, provided the Board shall
consist of at least one member. No reduction of the authorized number of
directors shall have the effect of removing any director before that director's
term of office expires.

         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

         Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws. The certificate of incorporation
or these bylaws may prescribe other qualifications for directors. Each director,
including a director elected to fill a vacancy, shall hold office until such
director's successor is elected and qualified or until such director's earlier
death, resignation or removal.

         All elections of directors shall be by written ballot, unless otherwise
provided in the certificate of incorporation; if authorized by the Board, such
requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission, provided that any such electronic transmission must be
either set forth or be submitted with information from which it can be
determined that the electronic transmission authorized by the stockholder or
proxy holder.

         3.4      RESIGNATION AND VACANCIES.

         Any director may resign at any time upon notice given in writing or by
electronic transmission to the corporation. When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.

         Unless otherwise provided in the certificate of incorporation or these
bylaws:

                  (i)      Vacancies and newly created directorships resulting
from any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

                  (ii)     Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

                                       -5-



         If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the DGCL.

         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole Board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least 10% of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the DGCL as far
as applicable.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

         The Board may hold meetings, both regular and special, either within or
outside the State of Delaware.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the Board, or any committee designated by the Board,
may participate in a meeting of the Board, or any committee, by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

         3.6      REGULAR MEETINGS.

         Regular meetings of the Board may be held without notice at such time
and at such place as shall from time to time be determined by the Board.

         3.7      SPECIAL MEETINGS; NOTICE.

         Special meetings of the Board for any purpose or purposes may be called
at any time by the chairperson of the Board, the chief executive officer, the
president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be:

                  (i)      delivered personally by hand, by courier or by
telephone;

                  (ii)     sent by United States first-class mail, postage
prepaid;

                  (iii)    sent by facsimile; or

                  (iv)     sent by electronic mail,

directed to each director at that director's address, telephone number,
facsimile number or electronic mail address, as the case may be, as shown on the
corporation's records.

                                       -6-



         If the notice is (i) delivered personally by hand, by courier or by
telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be
delivered or sent at least 24 hours before the time of the holding of the
meeting. If the notice is sent by United States mail, it shall be deposited in
the United States mail at least four days before the time of the holding of the
meeting. Any oral notice may be communicated to the director. The notice need
not specify the place of the meeting (if the meeting is to be held at the
corporation's principal executive office) nor the purpose of the meeting.

         3.8      QUORUM.

         At all meetings of the Board, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business. The vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the certificate of incorporation or these bylaws. If a quorum is not
present at any meeting of the Board, then the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
Board, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

         3.10     FEES AND COMPENSATION OF DIRECTORS.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, the Board shall have the authority to fix the compensation of
directors.

         3.11     APPROVAL OF LOANS TO OFFICERS.

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the Board, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board shall
approve, including, without limitation, a pledge of shares of stock of the
corporation.

         3.12     REMOVAL OF DIRECTORS.

         Unless otherwise restricted by statute, the certificate of
incorporation or these bylaws, any director or the entire Board may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

                                       -7-



         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

                            ARTICLE IV -- COMMITTEES

         4.1      COMMITTEES OF DIRECTORS.

         The Board may designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board or in these bylaws, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers that may require it; but no such committee shall have the power or
authority to (i) approve or adopt, or recommend to the stockholders, any action
or matter expressly required by the DGCL to be submitted to stockholders for
approval, or (ii) adopt, amend or repeal any bylaw of the corporation,

         4.2      COMMITTEE MINUTES.

         Each committee shall keep regular minutes of its meetings and report
the same to the Board when required.

         4.3      MEETINGS AND ACTION OF COMMITTEES.

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of:

                  (i)      Section 3.5 (place of meetings and meetings by
telephone);

                  (ii)     Section 3.6 (regular meetings);

                  (iii)    Section 3.7 (special meetings and notice);

                  (iv)     Section 3.8 (quorum);

                  (v)      Section 7.13 (waiver of notice); and

                  (vi)     Section 3.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board and its members. However:

                  (i)      the time of regular meetings of committees may be
determined either by resolution of the Board or by resolution of the committee;

                                       -8-



                  (ii)     special meetings of committees may also be called by
resolution of the Board; and

                  (iii)    notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.

                              ARTICLE V -- OFFICERS

         5.1      OFFICERS.

         The officers of the corporation shall be a president and a secretary.
The corporation may also have, at the discretion of the Board, a chairperson of
the Board, a vice chairperson of the Board, a chief executive officer, a chief
financial officer, treasurer, one or more vice presidents, one or more assistant
vice presidents, one or more assistant treasurers, one or more assistant
secretaries, and any such other officers as may be appointed in accordance with
the provisions of these bylaws. Any number of offices may be held by the same
person.

         5.2      APPOINTMENT OF OFFICERS.

         The Board shall appoint the officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Sections 5.3
and 5.5 of these bylaws, subject to the rights, if any, of an officer under any
contract of employment.

         5.3      SUBORDINATE OFFICERS.

         The Board may appoint, or empower the chief executive officer or, in
the absence of a chief executive officer, the president, to appoint, such other
officers and agents as the business of the corporation may require. Each of such
officers and agents shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the Board may from
time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS.

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board at any regular or special meeting
of the Board or, except in the case of an officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by the Board.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice. Unless otherwise
specified in the notice of resignation, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.

         5.5      VACANCIES IN OFFICES.

         Any vacancy occurring in any office of the corporation shall be filled
by the Board or as provided in Section 5.2.

                                       -9-



         5.6      CHAIRPERSON OF THE BOARD.

         The chairperson of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board and exercise and perform such other
powers and duties as may from time to time be assigned to him by the Board or as
may be prescribed by these bylaws. If there is no chief executive officer or
president, then the chairperson of the Board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

         5.7      CHIEF EXECUTIVE OFFICER.

         Subject to such supervisory powers, if any, as the Board may give to
the chairperson of the Board, the chief executive officer, if any, shall,
subject to the control of the Board, have general supervision, direction, and
control of the business and affairs of the corporation and shall report directly
to the Board. All other officers, officials, employees and agents shall report
directly or indirectly to the chief executive officer. The chief executive
officer shall see that all orders and resolutions of the Board are carried into
effect. The chief executive officer shall serve as chairperson of and preside at
all meetings of the stockholders. In the absence of a chairperson of the Board,
the chief executive officer shall preside at all meetings of the Board.

         5.8      PRESIDENT.

         In the absence or disability of the chief executive officer, the
president shall perform all the duties of the chief executive officer. When
acting as the chief executive officer, the president shall have all the powers
of, and be subject to all the restrictions upon, the chief executive officer.
The president shall have such other powers and perform such other duties as from
time to time may be prescribed for him by the Board, these bylaws, the chief
executive officer or the chairperson of the Board.

         5.9      VICE PRESIDENTS.

         In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the Board or, if not ranked, a vice
president designated by the Board, shall perform all the duties of the
president. When acting as the president, the appropriate vice president shall
have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board, these bylaws, the chairperson of the Board, the chief executive officer
or, in the absence of a chief executive officer, the president.

         5.10     SECRETARY.

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the Board may direct,
a book of minutes of all meetings and actions of directors, committees of
directors, and stockholders. The minutes shall show

                  (i)      the time and place of each meeting;

                  (ii)     whether regular or special (and, if special, how
authorized and the notice given);

                  (iii)    the names of those present at directors' meetings or
committee meetings;

                  (iv)     the number of shares present or represented at
stockholders' meetings;

                                      -10-



                  (v)      and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board, a share
register, or a duplicate share register showing;

                  (i)      the names of all stockholders and their addresses;

                  (ii)     the number and classes of shares held by each;

                  (iii)    the number and date of certificates evidencing such
shares; and

                  (iv)     the number and date of cancellation of every
certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board required to be given by law or by these
bylaws. The secretary shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board or by these bylaws.

         5.11     CHIEF FINANCIAL OFFICER.

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as the Board may designate. The chief financial officer shall
disburse the funds of the corporation as may be ordered by the Board, shall
render to the chief executive officer or, in the absence of a chief executive
officer, the president and directors, whenever they request it, an account of
all his or her transactions as chief financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the Board or these bylaws.

         Unless a treasurer is appointed, the chief financial officer shall be
the treasurer of the corporation.

         5.12     ASSISTANT SECRETARY.

         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or Board (or if there be
no such determination, then in the order of their election) shall, in the
absence of the secretary or in the event of the secretary's inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as may be prescribed by the
Board or these bylaws.

         5.13     TREASURER; ASSISTANT TREASURER.

         The treasurer or assistant treasurer, or, if there is more than one,
the assistant treasurers, in the order determined by the stockholders or Board
(or if there be no such determination, then in the order of their election),
shall, in the absence of the chief financial officer or in the event of the
chief financial officer's inability or refusal

                                      -11-



to act, perform the duties and exercise the powers of the chief financial
officer and shall perform such other duties and have such other powers as may be
prescribed by the Board or these bylaws.

         5.14     REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

         The chairperson of the Board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the Board or the president or a vice president, is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

         5.15     AUTHORITY AND DUTIES OF OFFICERS.

         In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the Board or the stockholders.

                        ARTICLE VI -- RECORDS AND REPORTS

         6.1      MAINTENANCE AND INSPECTION OF RECORDS.

         The corporation shall, either at its principal executive office or at
such place or places as designated by the Board, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal executive
office.

         6.2      INSPECTION BY DIRECTORS.

         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his or her position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

                                      -12-



                         ARTICLE VII -- GENERAL MATTERS

         7.1      CHECKS.

         From time to time, the Board shall determine by resolution which person
or persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the corporation, and only the persons so authorized shall sign or
endorse those instruments.

         7.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

         The Board, except as otherwise provided in these bylaws, may authorize
any officer or officers, or agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the corporation; such
authority may be general or confined to specific instances. Unless so authorized
or ratified by the Board or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

         7.3      STOCK CERTIFICATES; PARTLY PAID SHARES.

         The shares of the corporation shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the chairperson or vice-chairperson of the Board, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

         The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

         7.4      SPECIAL DESIGNATION ON CERTIFICATES.

         If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue

                                      -13-



to represent such class or series of stock; provided, however, that, except as
otherwise provided in Section 202 of the DGCL, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
the corporation shall issue to represent such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         7.5      LOST CERTIFICATES.

         Except as provided in this Section 7.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

         7.6      CONSTRUCTION; DEFINITIONS.

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the DGCL shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

         7.7      DIVIDENDS.

         The Board, subject to any restrictions contained in either (i) the
DGCL, or (ii) the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock. Dividends may be paid in cash, in
property, or in shares of the corporation's capital stock.

         The Board may set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and may
abolish any such reserve. Such purposes shall include but not be limited to
equalizing dividends, repairing or maintaining any property of the corporation,
and meeting contingencies.

         7.8      FISCAL YEAR.

         The fiscal year of the corporation shall be fixed by resolution of the
Board and may be changed by the Board.

         7.9      SEAL.

         The corporation may adopt a corporate seal, which shall be adopted
and which may be altered by the Board. The corporation may use the corporate
seal by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.

                                      -14-



         7.10     TRANSFER OF STOCK.

         Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

         7.11     STOCK TRANSFER AGREEMENTS.

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the DGCL.

         7.12     REGISTERED STOCKHOLDERS.

         The corporation:

                  (i)      shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends and
to vote as such owner;

                  (ii)     shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares; and

                  (iii)    shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of another
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

         7.13     WAIVER OF NOTICE.

         Whenever notice is required to be given under any provision of the
DGCL, the certificate of incorporation or these bylaws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the certificate of incorporation
or these bylaws.

                ARTICLE VIII -- NOTICE BY ELECTRONIC TRANSMISSION

         8.1      NOTICE BY ELECTRONIC TRANSMISSION.

         Without limiting the manner by which notice otherwise may be given
effectively to stockholders pursuant to the DGCL, the certificate of
incorporation or these bylaws, any notice to stockholders given by the
corporation under any provision of the DGCL, the certificate of incorporation or
these bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent

                                      -15-



shall be revocable by the stockholder by written notice to the corporation. Any
such consent shall be deemed revoked if:

                  (i)      the corporation is unable to deliver by electronic
transmission two consecutive notices given by the corporation in accordance with
such consent; and

                  (ii)     such inability becomes known to the secretary or an
assistant secretary of the corporation or to the transfer agent, or other person
responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.

         Any notice given pursuant to the preceding paragraph shall be deemed
given:

                  (i)      if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice;

                  (ii)     if by electronic mail, when directed to an electronic
mail address at which the stockholder has consented to receive notice;

                  (iii)    if by a posting on an electronic network together
with separate notice to the stockholder of such specific posting, upon the later
of (A) such posting and (B) the giving of such separate notice; and

                  (iv)     if by any other form of electronic transmission, when
directed to the stockholder.

         An affidavit of the secretary or an assistant secretary or of the
transfer agent or other agent of the corporation that the notice has been given
by a form of electronic transmission shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

         8.2      DEFINITION OF ELECTRONIC TRANSMISSION.

         An "electronic transmission" means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.

         8.3      INAPPLICABILITY.

         Notice by a form of electronic transmission shall not apply to Sections
164, 296, 311, 312 or 324 of the DGCL.

                            ARTICLE IX -- AMENDMENTS

         These bylaws may be adopted, amended or repealed by the stockholders
entitled to vote. However, the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors. The fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.

                                      -16-



                                INTERAGENCY, INC.

                        CERTIFICATE OF ADOPTION OF BYLAWS

         The undersigned hereby certifies that he or she is the duly elected,
qualified, and acting Secretary or Assistant Secretary of Interagency, Inc., a
Delaware corporation and that the foregoing bylaws, comprising 16 pages, were
adopted as the corporation's bylaws on August 23, 2002, by the corporation's
stockholders.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 23rd day of August, 2002.

                                      /s/  Michael M. Sullivan
                                    ------------------------------------
                                    Michael M. Sullivan, Secretary

EX-12.1

                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 12.1

                                   SANMINA-SCI
         Statement of Computation of Ratio of Earnings to Fixed Charges



                                                               Quarter Ended           Fiscal Year
                                                                December 28,    --------------------------
                                                                    2002            2002           2001
                                                               -------------    ------------     ---------
                                                                       (In thousands, except ratios)
                                                                                        
Fixed Charges:
     Interest costs and amortization of debt discount
         and debt issuance costs                               $      21,477    $     97,833     $  55,218
     Interest included in rental expense                               2,369           9,756        12,646
                                                               -------------------------------------------
         Total fixed charges                                   $      23,846    $    107,589     $  67,864
                                                               ===========================================
Earnings:
     Income (loss) before provision for income taxes (1)       $     (11,207)   $ (2,814,892)    $  82,792
     Loss from investment in 50% or less owned companies               1,643           4,512             -
     Fixed charges                                                    23,846         107,589        67,864
                                                               -------------------------------------------
         Total earnings for computation of ratio               $      14,282    $ (2,702,791)    $ 150,656
                                                               ===========================================
Ratio of earnings to fixed charges (2)                                  0.6X               -          2.2X




                                                                          Fiscal Year
                                                                ----------------------------------
                                                                   2000        1999         1998
                                                                ---------   ---------    ---------
                                                                  (In thousands, except ratios)
                                                                                
Fixed Charges:
     Interest costs and amortization of debt discount
         and debt issuance costs                                $  46,796   $  43,064    $  33,370
     Interest included in rental expense                           14,471      10,909        8,967
                                                                ----------------------------------
         Total fixed charges                                    $  61,267   $  53,973    $  42,337
                                                                ==================================
Earnings:
     Income (loss) before provision for income taxes (1)        $ 349,971   $ 169,367    $  96,148
     Loss from investment in 50% or less owned companies                -           -            -
     Fixed charges                                                 61,267      53,973       42,337
                                                                ----------------------------------
         Total earnings for computation of ratio                $ 411,238   $ 223,340    $ 138,485
                                                                ==================================
Ratio of earnings to fixed charges (2)                               6.7X        4.1X         3.3X


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

   (1)   Fiscal 2002 loss before provision for income taxes included goodwill
         impairment losses of approximately $2.7 billion.

   (2)   Earnings for the quarter ended December 28, 2002 and fiscal year 2002
         were not sufficient to cover fixed charges. The coverage deficiency was
         approximately $9.6 million for the quarter ended December 28, 2002 and
         approximately $2.8 billion for fiscal 2002.

EX-23.2

                                                                    EXHIBIT 23.2

                              CONSENT OF KPMG LLP

To the Board of Directors
Sanmina-SCI Corporation:

We consent to the use of our report dated October 28, 2002, except as to Note
13, as to which the date is March 19, 2003, with respect to the consolidated
balance sheet of Sanmina-SCI Corporation as of September 28, 2002, and the
related consolidated statements of operations, comprehensive income (loss),
stockholders' equity, and cash flows for the year ended September 28, 2002
included in this Form S-4 registration statement, and to the reference to our
Firm under the heading "Experts" in the prospectus.  Our report dated October
28, 2002, except as to Note 13, as to which the date is March 19, 2003, contains
an explanatory paragraph describing the Company's change in accounting for
goodwill and other intangible assets.

/s/ KPMG LLP

Mountain View, California
March 19, 2003

EX-25.1

                                                                   EXHIBIT 25.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

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

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

- --------------------------------------------------------------------------------
          180 East Fifth Street
          St. Paul, Minnesota                               55101
- --------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)
- --------------------------------------------------------------------------------

                                  Frank Leslie
                         U.S. Bank National Association
                              180 East Fifth Street
                               St. Paul, MN 55101
                                 (651) 244-8677
            (Name, address and telephone number of agent for service)

                             SANMINA-SCI CORPORATION
                     (Issuer with respect to the Securities)

- --------------------------------------------------------------------------------
           Delaware                                   77-0228182
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
2700 N. First St., San Jose, CA                         95134
- --------------------------------------------------------------------------------
       (Address of Principal Executive Offices)       (Zip Code)
- --------------------------------------------------------------------------------

               10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010
                       (TITLE OF THE INDENTURE SECURITIES)

================================================================================



                                    FORM T-1

ITEM 1.  GENERAL INFORMATION. Furnish the following information as to the
         Trustee.

         a) Name and address of each examining or supervising authority to
            which it is subject.
                  Comptroller of the Currency
                  Washington, D.C.

         b) Whether it is authorized to exercise corporate trust powers.
                  Trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
         Trustee, describe each such affiliation.

         None

         In answering this item, the trustee has relied, in part, upon
         information furnished by the obligor and the underwriters, and the
         trustee disclaims responsibility for the accuracy or completeness of
         such information. The trustee has, also, examined its own books and
         records for the purpose of answering this item.

ITEMS 3-15  Items 3-15 are not applicable because to the best of the Trustee's
            knowledge, the obligor is not in default under any Indenture for
            which the Trustee acts as Trustee.

ITEM 16. LIST OF EXHIBITS:  List below all exhibits filed as a part of this
         statement of eligibility and qualification.

         1. A copy of the Articles of Association of the Trustee.*

         2. A copy of the certificate of authority of the Trustee to commence
            business.*

         3. A copy of the certificate of authority of the Trustee to exercise
            corporate trust powers.*

         4. A copy of the existing bylaws of the Trustee.*

         5. A copy of each Indenture referred to in Item 4. Not applicable.

         6. The consent of the Trustee required by Section 321(b) of the Trust
            Indenture Act of 1939, attached as Exhibit 6.

         7. A copy of the latest report of condition of the trustee published
            pursuant to law or the requirements of its supervising or examining
            authority.

   *   Incorporated by reference to Registration Number 333-67188.

                                       2



                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Los Angeles, State of California on the 17th day of March, 2003.

                                    U.S. BANK NATIONAL ASSOCIATION

                                    By: /s/ Paula Oswald
                                        --------------------------
                                            Paula Oswald
                                            Vice President

                                       3



                                    EXHIBIT 6

                                     CONSENT

         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: March 17, 2003

                                    U.S. BANK NATIONAL ASSOCIATION

                                    By: /s/ Paula Oswald
                                        --------------------------
                                            Paula Oswald
                                            Vice President

                                       4



                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2002
                                    ($000's)



                                                           12/31/2002
                                                         --------------
                                                      
ASSETS
     Cash and Due From Depository Institutions           $   10,868,204
     Federal Reserve Stock                                            0
     Securities                                              28,139,801
     Federal Funds                                              873,395
     Loans & Lease Financing Receivables                    116,078,132
     Fixed Assets                                             1,389,233
     Intangible Assets                                        9,218,064
     Other Assets                                             9,482,963
                                                         --------------
         TOTAL ASSETS                                    $  176,049,792

LIABILITIES
     Deposits                                            $  121,684,914
     Fed Funds                                                5,858,510
     Treasury Demand Notes                                            0
     Trading Liabilities                                        402,464
     Other Borrowed Money                                    17,397,658
     Acceptances                                                148,979
     Subordinated Notes and Debentures                        5,696,532
     Other Liabilities                                        5,200,399
                                                         --------------
     TOTAL LIABILITIES                                   $  156,389,456

EQUITY
     Minority Interest in Subsidiaries                   $      992,867
     Common and Preferred Stock                                  18,200
     Surplus                                                 11,314,669
     Undivided Profits                                        7,334,600
                                                         --------------
         TOTAL EQUITY CAPITAL                            $   19,660,336

TOTAL LIABILITIES AND EQUITY CAPITAL                     $  176,049,792


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By:    /s/ Paula Oswald
    --------------------------
           Vice President

Date: March 17, 2003

                                       5

EX-99.1

                                                                    EXHIBIT 99.1

                              LETTER OF TRANSMITTAL

                             SANMINA-SCI CORPORATION

                            OFFER FOR ALL OUTSTANDING
   10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES
                                 IN EXCHANGE FOR
  10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES,
                           WHICH HAVE BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED

              PURSUANT TO THE PROSPECTUS, DATED ____________, 2003

- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________________, 2003, UNLESS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
- --------------------------------------------------------------------------------

                  The exchange agent for the exchange offer is:

                         U.S. BANK NATIONAL ASSOCIATION

                             Facsimile Transmission:
                        (for eligible institutions only):
                                 (213) 362-7357

                            To Confirm by Telephone:
                                 (213) 362-7338

                By Hand and Overnight Delivery or Certified Mail:

                                    U.S. Bank
                             Corporate Trust Service
                              180 East Fifth Street
                               St. Paul, MN 55101
                            Attn: Specialized Finance
                             Sanmina-SCI Corporation
                10.375% Senior Secured Notes Due January 15, 2010

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

         The undersigned acknowledges that he or she has received the
prospectus, dated __________, 2003, of Sanmina-SCI Corporation, a Delaware
corporation, which we refer to as Sanmina-SCI in this letter, and this letter of
transmittal, which together constitute Sanmina-SCI's offer to exchange, which we
refer to as the exchange offer in this letter, an aggregate principal amount of
up to $750,000,000 of Sanmina-SCI's 10.375% Senior Secured Notes due January 15,
2010 and associated guarantees, which we collectively refer to as the exchange
notes in this letter, which have been registered under the Securities Act of
1933, as amended, which we refer to as the Securities Act in this letter, for a
like principal amount of Sanmina-SCI's issued and outstanding 10.375% Senior
Secured Notes due January 15, 2010 and associated guarantees, which we
collectively refer to as the original notes in this letter, from the registered
holders thereof. We refer to this letter of transmittal as this letter.



         For each original note accepted for exchange, the holder of such
original note will receive an exchange note having a principal amount equal to
that of the surrendered original note. The exchange notes will bear interest
from the most recent date to which interest has been paid on the original notes
or, if no interest has been paid on the original notes, from December 23, 2002.
As a result, registered holders of exchange notes on the relevant record date
for the first interest payment date following the consummation of the exchange
offer will receive interest accruing from the most recent date to which interest
has been paid or, if no interest has been paid, from December 23, 2002. Original
notes accepted for exchange will cease to accrue interest from and after the
closing date of the exchange offer. Holders of original notes whose original
notes are accepted for exchange will not receive any payment in respect of
accrued interest on such original notes otherwise payable on any interest
payment date the record date for which occurs on or after the closing date of
the exchange offer.

         This letter is to be completed by a holder of original notes if
certificates for original notes are to be forwarded with this letter. Original
notes tendered by book-entry transfer by holders of original notes in book-entry
form must be made by delivering an agent's message transmitted by the Depository
Trust Company, which we refer to as DTC in this letter, pursuant to the
procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the
prospectus in lieu of this letter. The term "agent's message" means a message,
transmitted by DTC to, and received by, the exchange agent and forming a part of
a book-entry confirmation (as defined below), which states that DTC has received
an express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agreed to be bound by the terms
and conditions of the exchange offer, including the representations and
warranties contained in this letter, as set forth in the prospectus and this
letter and that Sanmina-SCI may enforce this letter against such participant.
Holders of original notes whose certificates are not immediately available, or
who are unable to deliver their certificates or confirmation of the book-entry
tender of their original notes into the exchange agent's account at DTC, which
we refer to as a book-entry confirmation in this letter, and all other documents
required by this letter to the exchange agent on or prior to the expiration
date, must tender their original notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures"
section of the prospectus. See Instruction 1.

         DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.

         The undersigned has completed the appropriate boxes below and signed
this letter to indicate the action the undersigned desires to take with respect
to the exchange offer. List below the original notes to which this letter
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of original notes should be listed on a separate signed
schedule affixed hereto.



                                        DESCRIPTION OF ORIGINAL NOTES
- ---------------------------------------------------------------------------------------------------------
                                                 (1)                     (2)                   (3)
                                                                AGGREGATE PRINCIPAL   AGGREGATE PRINCIPAL
                                        CERTIFICATE NUMBER(S)         AMOUNT OF        AMOUNT OF ORIGINAL
NAME AND ADDRESS OF REGISTERED HOLDER   (DELIVERED HEREWITH)*      ORIGINAL NOTES       NOTES TENDERED**
- ---------------------------------------------------------------------------------------------------------
                                                                             
                                        -----------------------------------------------------------------

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

                                        -----------------------------------------------------------------
                                                TOTAL
- ---------------------------------------------------------------------------------------------------------


*    Need not be completed if original notes are being tendered by book-entry
     transfer.

**   Unless otherwise indicated in this column, a holder will be deemed to have
     tendered ALL of the original notes indicated in column 2. See Instruction
     2. Original notes tendered hereby must be in denominations of $1,000
     principal amount or any integral multiple thereof. See Instruction 1.

                                      -2-



[ ]  CHECK HERE IF CERTIFICATES REPRESENTING TENDERED ORIGINAL NOTES ARE
     ENCLOSED HEREWITH.

[ ]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
     COMPLETE THE FOLLOWING:

Name of Tendering Institution:__________________________________________________

Account Number:_________________________________________________________________

Transaction Code Number:________________________________________________________

By crediting the original notes to the exchange agent's account at DTC's
Automated Tender Offer Program, which we refer to as ATOP in this letter, and by
complying with applicable ATOP procedures with respect to the exchange offer,
including transmitting to the exchange agent a computer-generated agent's
message in which the holder of the original notes acknowledges and agrees to be
bound by the terms of, and makes the representations and warranties contained
in, this letter, the participant in DTC confirms on behalf of itself and the
beneficial owners of such original notes all provisions of this letter
(including all representations and warranties) are applicable to it and such
beneficial owner as fully as if it had completed the information required herein
and executed and transmitted this letter to the exchange agent. THERE IS NO
REQUIREMENT TO DELIVER A COMPLETED LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT
IN THE EXCHANGE OFFER IF A HOLDER IS TENDERING THEIR ORIGINAL NOTES HELD IN
BOOK-ENTRY FORM IN THE EXCHANGE OFFER IN COMPLIANCE WITH APPLICABLE ATOP
PROCEDURES AND AN AGENT'S MESSAGE IS PROPERLY DELIVERED.

[ ]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
     NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
     COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):________________________________________________

Window Ticket Number (if any):__________________________________________________

Date of Execution of Notice of Guaranteed Delivery:_____________________________

Name of Institution Which Guaranteed Delivery:__________________________________

IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

Account Number:_________________________________________________________________

Transaction Code Number:________________________________________________________

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

Name:___________________________________________________________________________

Address:________________________________________________________________________

________________________________________________________________________________

The undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of exchange notes. If the undersigned is a
broker-dealer that will receive exchange notes for its own account in exchange
for original notes that were acquired as a result of market-making activities or
other trading activities, it acknowledges that such original notes were acquired
by such broker-dealer as a result of market-making or other trading activities
and, that it must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction,
including the delivery of a prospectus that contains information with respect to
any selling holder required by the Securities Act in connection with any resale
of the exchange notes. However, by acknowledging and delivering a prospectus,
the undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. If the undersigned is a broker-dealer that
will receive exchange notes, it represents that the original notes to be
exchanged for the exchange notes were acquired as a result of market-making
activities or other trading activities.

                                       -3-



                     NOTE: SIGNATURE MUST BE PROVIDED BELOW

               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

         Upon the terms and subject to the conditions of the exchange offer, the
undersigned hereby tenders to Sanmina-SCI the aggregate principal amount of
original notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the original notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, Sanmina-SCI all right,
title and interest in and to such original notes as are being tendered hereby.

         The undersigned hereby irrevocably constitutes and appoints the
exchange agent as the undersigned's true and lawful agent and attorney-in-fact
with respect to such tendered original notes, with full power of substitution,
among other things, to cause the original notes to be assigned, transferred and
exchanged.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the original
notes, and to acquire exchange notes issuable upon the exchange of such tendered
original notes, and that, when the same are accepted for exchange, Sanmina-SCI
will acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim when
the same are accepted by Sanmina-SCI. The undersigned hereby further represents
that:

         (1)      any exchange notes received by the undersigned will be
                  received in the ordinary course of business,

         (2)      the undersigned will have no arrangement or understanding with
                  any person to participate in the distribution of the original
                  notes or the exchange notes within the meaning of the
                  Securities Act,

         (3)      the undersigned is not an "affiliate" (as such term is defined
                  in Rule 501(b) of Regulation D of the Securities Act) of
                  Sanmina-SCI, or if the undersigned is an affiliate, then the
                  undersigned will comply with the registration and prospectus
                  delivery requirements of the Securities Act to the extent
                  applicable,

         (4)      it is not engaged in, and does not intend to engage in, the
                  distribution of the exchange notes, and

         (5)      if the undersigned is a broker-dealer, then it will receive
                  the exchange notes for its own account in exchange for the
                  original notes that were acquired as a result of market-making
                  activities or other trading activities and that it will
                  deliver a prospectus in connection with any resale of the
                  exchange notes.

         The undersigned acknowledges that this exchange offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission, which we refer to as the SEC in this letter, as set forth in
no-action letters issued to third parties, that the exchange notes issued
pursuant to the exchange offer in exchange for the original notes may be offered
for resale, resold and otherwise transferred by holders thereof (other than any
such holder that is an "affiliate" of Sanmina-SCI within the meaning of Rule
501(b) of Regulation D of the Securities Act), without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such exchange notes are acquired in the ordinary course of such holders'
business and such holders have no arrangement with any person to participate in
the distribution of such exchange notes. However, the SEC has not considered the
exchange offer in the context of a no-action letter and there can be no
assurance that the staff of the SEC would make a similar determination with
respect to the exchange offer as in other circumstances. The undersigned
represents that it is not

                                       -4-



engaged in, and does not intend to engage in, a distribution of exchange notes
and has no arrangement or understanding to participate in a distribution of
exchange notes. If any holder is an affiliate of Sanmina-SCI, is engaged in or
intends to engage in or has any arrangement or understanding with respect to the
distribution of the exchange notes to be acquired pursuant to the exchange
offer, such holder:

         (1)      could not rely on the applicable interpretations of the staff
                  of the SEC and

         (2)      must comply with the registration and prospectus delivery
                  requirements of the Securities Act in connection with any
                  resale transaction.

         If the undersigned is a broker-dealer that will receive exchange notes
for its own account in exchange for original notes, it represents that the
original notes to be exchanged for the exchange notes were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such exchange notes. However, by acknowledging
and delivering a prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. By tendering, the
undersigned further represents to Sanmina-SCI that:

         (1)      the undersigned and each beneficial owner acknowledge and
                  agree that any person who is a broker-dealer registered under
                  the Securities Exchange Act of 1934, as amended, or is
                  participating in the exchange offer for the purpose of
                  distributing the exchange notes must comply with the
                  registration and prospectus delivery requirements of the
                  Securities Act in connection with a secondary resale
                  transaction of the exchange notes acquired by such person and
                  cannot rely on the position of the staff of the SEC set forth
                  in certain no-action letters, and

         (2)      the undersigned and each beneficial owner understand that a
                  secondary resale of the original notes acquired by the
                  undersigned directly from Sanmina-SCI should be covered by an
                  effective registration statement containing the selling
                  securityholder information required by Item 507 or Item 508,
                  as applicable, of Regulation S-K of the SEC.

         The undersigned acknowledges that Sanmina-SCI's acceptance of original
notes validly tendered for exchange pursuant to any one of the procedures
described in the section of the prospectus entitled "The Exchange Offer" and in
the instructions hereto will constitute a binding agreement between the
undersigned and Sanmina-SCI upon the terms and subject to the conditions of the
exchange offer.

         The undersigned will, upon request, execute and deliver any additional
documents deemed by Sanmina-SCI to be necessary or desirable to complete the
sale, assignment and transfer of the original notes tendered hereby. All
authority conferred or agreed to be conferred in this letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer -- Withdrawal Rights" section of the prospectus.

         Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue the exchange notes (and, if applicable,
substitute certificates representing original notes for any original notes not
exchanged) in the name of the undersigned. Similarly, unless otherwise indicated
under the box entitled "Special Delivery Instructions" below, please send the
exchange notes (and, if applicable, substitute certificates representing
original notes for any original notes not exchanged) to the undersigned at the
address shown above in the box entitled "Description of Original Notes."

                                      -5-



THE UNDERSIGNED, BY COMPLETING THE TABLE ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL NOTES, AS SET FORTH IN SUCH TABLE ABOVE. PLEASE READ THIS
ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE TABLE ABOVE.

                                      -6-



                          SPECIAL ISSUANCE INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

To be completed ONLY if original notes are exchanged and/or exchange notes are
to be issued in the name of someone other than the person or persons whose
signature(s) appear(s) on this letter of transmittal above.

Issue: (please check one or more)

[ ]  exchange notes
[ ]  original notes
in the name of:

Name(s)_________________________________________________________________________
                             (Please Type or Print)

________________________________________________________________________________
                             (Please Type or Print)

Address:
         _______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                   (Zip Code)

TIN
    ____________________________________________________________________________
                           (Social Security Number or
                         Employer Identification Number)

                          SPECIAL DELIVERY INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

To be completed ONLY if certificates for original notes not exchanged and/or
exchange notes are to be delivered to someone other than the person or persons
whose signature(s) appear(s) on this letter of transmittal above or to such
person or persons at an address other than that shown in the table entitled
"Description of Original Notes" above.

Mail: (please check one or more)

[ ]  exchange notes
[ ]  original notes
to:

Name(s)_________________________________________________________________________
                             (Please Type or Print)

________________________________________________________________________________
                             (Please Type or Print)

Address:________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                   (Zip Code)

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF), OR AN AGENT'S MESSAGE IN
LIEU THEREOF PURSUANT TO DTC'S ATOP SYSTEM (TOGETHER WITH THE CERTIFICATES
EVIDENCING ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION, AS APPLICABLE, AND ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE
EXPIRATION DATE.

                                      -7-



         IN ORDER TO VALIDLY TENDER ORIGINAL NOTES FOR EXCHANGE NOTES, HOLDERS
OF ORIGINAL NOTES IN CERTIFICATED FROM THAT WISH TO TENDER THEIR ORIGINAL NOTES
FOR EXCHANGE NOTES IN THE EXCHANGE OFFER MUST COMPLETE, EXECUTE AND DELIVER THIS
LETTER OF TRANSMITTAL.

         Except as stated in the prospectus, all authority herein conferred or
agreed to be conferred shall survive the death, incapacity or dissolution of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the prospectus, this tender for
exchange of original notes is irrevocable.

                                PLEASE SIGN HERE
            (TO BE COMPLETED BY ALL TENDERING AND CONSENTING HOLDERS)
              [(ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)]

         By completing, executing and delivering this letter of transmittal, the
undersigned hereby tenders the principal amount of the original notes listed
above in the table labeled "Description of Original Notes" under the column
heading "Aggregate Principal Amount of Original Notes Tendered" or, if nothing
is indicated in such column, with respect to the entire aggregate principal
amount represented by the original notes described in such table.

X_______________________________________________________________________________

X_______________________________________________________________________________
                              SIGNATURE(S) OF OWNER

Dated: _______________________ 2003

Area Code and Telephone Number:_________________________________________________

         If a holder is tendering original notes, this letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
original notes or by any person(s) authorized to become the registered holder(s)
by endorsements and documents transmitted herewith. If signature is by a
trustee, executor, administrator, guardian, officer or other person acting in a
fiduciary or representative capacity, please set forth full title. See
Instruction 3.

Name(s):________________________________________________________________________

________________________________________________________________________________
                             (PLEASE TYPE OR PRINT)

Capacity:_______________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________

Tax Identification No.:_________________________________________________________

                               SIGNATURE GUARANTEE
                         (IF REQUIRED BY INSTRUCTION 3)

Signature(s) Guaranteed by
an Eligible Institution:________________________________________________________
                             (AUTHORIZED SIGNATURE)

________________________________________________________________________________
                                     (TITLE)

________________________________________________________________________________
                                 (NAME AND FIRM)

Dated: _________________________________________, 2003

                                       -8-



                                  INSTRUCTIONS

                   FORMING PART OF THE TERMS AND CONDITIONS OF
                  THE EXCHANGE OFFER OF SANMINA-SCI CORPORATION

1.       DELIVERY OF THIS LETTER AND ORIGINAL NOTES; GUARANTEED DELIVERY
PROCEDURES.

         This letter is to be completed by holders of original notes if
certificates for original notes are to be forwarded with this letter. Original
notes tendered by book-entry transfer by holders of original notes in book-entry
form must be made by delivering an agent's message transmitted by the Depository
Trust Company, which we refer to as DTC in this letter, pursuant to the
procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the
prospectus in lieu of this letter. The term "agent's message" means a message,
transmitted by DTC to and received by the exchange agent and forming a part of a
book-entry confirmation, which states that DTC has received an express
acknowledgment from the tendering participant, which acknowledgment states that
such participant has received and agrees to be bound by the terms and conditions
of the exchange offer, including the representations and warranties contained in
this letter, as set forth in the prospectus and this letter and that Sanmina-SCI
may enforce this letter against such participant. In the case of original notes
held:

         (1)      in certificated from, certificates for all physically tendered
                  original notes as well as a properly completed and duly
                  executed letter of transmittal (or manually signed facsimile
                  of this letter) or

         (2)      in book-entry form, by a book-entry confirmation and delivery
                  of an agent's message,

and in either case any other documents required by this letter, must be received
by the exchange agent at the address set forth herein on or prior to the
expiration date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Original notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.

         Holders whose certificates for original notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the exchange agent on or prior to the expiration date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their original notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
prospectus. Pursuant to such procedures,

         (1)      such tender must be made through an eligible institution,

         (2)      prior to 5:00 P.M., New York City time, on the expiration
                  date, the exchange agent must receive from such eligible
                  institution a properly completed and duly executed notice of
                  guaranteed delivery, substantially in the form provided by
                  Sanmina-SCI (by facsimile transmission, mail or hand
                  delivery), setting forth the name and address of the holder of
                  original notes and the amount of original notes tendered,
                  stating that the tender is being made thereby and guaranteeing
                  that within three New York Stock Exchange, which we refer to
                  as NYSE in this letter, trading days after the date of
                  execution of the notice of guaranteed delivery, the
                  certificates for all physically tendered original notes, in
                  proper form for transfer, together with a properly completed
                  and duly executed letter of transmittal (or facsimile of this
                  letter) or a book-entry confirmation for original notes held
                  in book-entry form together with an agent's message instead of
                  this letter, as the case may be, with any required signature

                                      -9-



                  guarantees and any other documents required by this letter
                  will be deposited by the eligible institution with the
                  exchange agent, and

         (3)      the certificates for all physically tendered original notes,
                  in proper form for transfer, together with a properly
                  completed and duly executed letter of transmittal (or
                  facsimile of this letter) or a book-entry confirmation for
                  original notes held in book-entry form together with an
                  agent's message instead of this letter, as the case may be,
                  with any required signature guarantees and all other documents
                  required by this letter, are received by the exchange agent
                  within three NYSE trading days after the date of execution of
                  the notice of guaranteed delivery.

         The method of delivery of this letter, the original notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
exchange agent. If original notes are sent by mail, it is suggested that the
mailing be registered mail, properly insured, with return receipt requested,
made sufficiently in advance of the expiration date to permit delivery to the
exchange agent prior to 5:00 P.M., New York City time, on the expiration date.

         See "The Exchange Offer" section of the prospectus.

2.       PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).

         If less than all of the original notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of original notes to be tendered in the box above
entitled "Description of Original Notes -- Aggregate Principal Amount of
Original Notes Tendered." A reissued certificate representing the balance of
nontendered original notes will be sent to such tendering holder, unless
otherwise provided in the appropriate box on this letter, promptly after the
expiration date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL
BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3.       SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.

         If this letter is signed by the registered holder of the original notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.

         If any tendered original notes are owned of record by two or more joint
owners, all of such owners must sign this letter.

         If any tendered original notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this letter as there are different registrations of
certificates.

         When this letter is signed by the registered holder or holders of the
original notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the exchange
notes are to be issued, or any untendered original notes are to be reissued, to
a person other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an eligible institution.

         If this letter is signed by a person other than the registered holder
or holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either

                                     -10-



case signed exactly as the name or names of the registered holder or holders
appear(s) on the certificate(s) and signatures on such certificate(s) must be
guaranteed by an eligible institution.

         If this letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by Sanmina-SCI,
proper evidence satisfactory to Sanmina-SCI of their authority to so act must be
submitted.

         Endorsements on certificates for original notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm that is a
financial institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchanges Medallion Program (each an "eligible institution").

         Signatures on this letter need not be guaranteed by an eligible
institution, provided the original notes are tendered: (i) by a registered
holder of original notes (which term, for purposes of the exchange offer,
includes any participant in the DTC system whose name appears on a security
position listing as the holder of such original notes) who has not completed the
box entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on this letter, or (ii) for the account of an eligible institution.

4.       SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

         Tendering holders of original notes should indicate in the applicable
box the name and address to which exchange notes issued pursuant to the exchange
offer and/or substitute certificates evidencing original notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. If no such instructions are given, such original notes not exchanged
will be returned to the name and address of the person signing this letter.

5.       BACKUP AND NONRESIDENT WITHHOLDING

         A U.S. holder of exchange notes may be subject to backup withholding at
a rate of 30% with respect to interest paid on the exchange notes and proceeds
from the sale, exchange, redemption or retirement of the exchange notes. In
order to avoid backup withholding, a U.S. holder of exchange notes should
provide the exchange agent with such holder's correct Taxpayer Identification
Number ("TIN") and other certifications on the Substitute Form W-9 enclosed with
this Letter of Transmittal. If the shares are in more than one name or are not
in the name of the actual owner, please consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute IRS Form W-9 for
additional guidance on which number to report. If the holder does not have a
TIN, the holder should write "Applied For" in the space provided for the TIN. If
a U.S. holder does not provide a TIN within 60 days of a reportable payment,
backup withholding at a rate of 30% may apply to such payment. Backup
withholding is not an additional tax. Rather, the tax liability of a person
subject to backup withholding may be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund from the Internal
Revenue Service may be obtained.

         Certain holders (including, among others, corporations and non-U.S.
holders) are exempt from these backup withholding and reporting requirements.
However, non-U.S. holders may be subject to nonresident withholding on interest
payments unless they provide a United States Internal Revenue Service Form
W-8BEN or another appropriate version of Form W-8 and are otherwise eligible for
the portfolio interest exception, as described in the prospectus relating to the
original notes, and non-U.S. holders may in any case be subject to nonresident
reporting on interest payments. Exempt persons who are U.S. holders should

                                     -11-



indicate their exempt status on Substitute Form W-9 by entering their correct
TIN, marking the appropriate space, and signing and dating the Substitute Form
W-9 in the space provided.

         A non-U.S. holder should submit to the exchange agent the appropriate
version of Form W-8, properly completed, including certification of such
individual's foreign status, and signed under penalty of perjury. Form W-8BEN is
the version of Form W-8 most likely to apply to foreign persons claiming
exemption from withholding. Non-U.S. holders should carefully read the
instructions to Form W-8BEN and, if applicable, complete the required
information, sign and date the Form W-8BEN and return the form to the exchange
agent with the completed Letter of Transmittal. In certain cases, Form W-8BEN
may not be the proper United States Internal Revenue Service form to be
completed and returned, depending on the status of the foreign person claiming
exemption from backup withholding. If you are a non-U.S. holder, you must
complete and return the appropriate version of Form W-8. Form W-8BEN and other
Forms W-8 are available from the exchange agent or from the Internal Revenue web
site, at http://www.irs.gov.

         If the exchange agent is not provided with a properly completed
Substitute Form W-9 or an IRS Form W-8BEN or other Form W-8, the holder may be
subject to penalties imposed by the Internal Revenue Service. In addition, the
Depositary may be required to withhold 30% of any reportable payment made to the
holder with respect to exchange notes.

         PLEASE CONSULT YOUR ACCOUNTANT OR TAX ADVISOR FOR FURTHER GUIDANCE
REGARDING THE COMPLETION OF SUBSTITUTE FORM W-9, FORM W-8BEN, OR ANOTHER VERSION
OF FORM W-8 TO CLAIM EXEMPTION FROM WITHHOLDING, OR CONTACT THE EXCHANGE AGENT.

6.       TRANSFER TAXES.

         Sanmina-SCI will pay all transfer taxes, if any, applicable to the
transfer of original notes to it or its order pursuant to the exchange offer.
If, however, exchange notes and/or substitute original notes not exchanged are
to be delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the original notes tendered hereby, or if
tendered original notes are registered in the name of any person other than the
person signing this letter, or if a transfer tax is imposed for any reason other
than the transfer of original notes to Sanmina-SCI or its order pursuant to the
exchange offer, the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER
TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS LETTER.

7.       WAIVER OF CONDITIONS.

         Sanmina-SCI reserves the absolute right to waive satisfaction of any or
all conditions enumerated in the prospectus.

8.       NO CONDITIONAL TENDERS.

         No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of original notes, by execution of this letter
or an agent's message in lieu thereof, shall waive any right to receive notice
of the acceptance of their original notes for exchange.

                                     -12-



         Neither Sanmina-SCI, the exchange agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of original notes nor shall any of them incur any liability for failure
to give any such notice.

9.       MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.

         Any holder whose original notes have been mutilated, lost, stolen or
destroyed should contact the exchange agent at the address indicated above for
further instructions.

10.      WITHDRAWAL RIGHTS.

         Tenders of original notes may be withdrawn at any time prior to 5:00
P.M., New York City time, on the expiration date.

         For a withdrawal of a tender of original notes to be effective, a
written notice of withdrawal, or a properly transmitted "Request Message"
through DTC's ATOP system, must be received by the exchange agent at the address
set forth above prior to 5:00 P.M., New York City time, on the expiration date.
Any such notice of withdrawal must

         (1)      specify the name of the person having tendered the original
                  notes to be withdrawn, which we refer to as the depositor in
                  this letter,

         (2)      identify the original notes to be withdrawn (including
                  certificate number or numbers and the principal amount of such
                  original notes),

         (3)      contain a statement that such holder is withdrawing his
                  election to have such original notes exchanged,

         (4)      other than a notice through DTC's ATOP system, be signed by
                  the holder in the same manner as the original signature on
                  this letter by which such original notes were tendered
                  (including any required signature guarantees) or be
                  accompanied by documents of transfer to have the trustee with
                  respect to the original notes register the transfer of such
                  original notes in the name of the person withdrawing the
                  tender and

         (5)      specify the name in which such original notes are registered,
                  if different from that of the depositor.

         If original notes have been tendered pursuant to the procedure for
book-entry transfer set forth in "The Exchange Offer-Book--Entry Transfer"
section of the prospectus, any notice of withdrawal must comply with the
applicable procedures of DTC. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
Sanmina-SCI, whose determination shall be final and binding on all parties. Any
original notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the exchange offer and no exchange notes will be issued
with respect thereto unless the original notes so withdrawn are validly
retendered. Any original notes that have been tendered for exchange but which
are not exchanged for any reason will be returned to the holder thereof without
cost to such holder (or, in the case of original notes tendered by book-entry
transfer into the exchange agent's account at DTC pursuant to the book-entry
transfer procedures set forth in "The Exchange Offer--Book-Entry Transfer"
section of the prospectus, such original notes will be credited to an account
maintained with DTC for the original notes) as soon as practicable after
withdrawal, rejection of tender or termination of the exchange offer. Properly
withdrawn original notes may be retendered by following the procedures described
above at any time on or prior to 5:00 P.M., New York City time, on the
expiration date.

                                     -13-



11.      REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

         Questions relating to the procedure for tendering, as well as requests
for additional copies of the prospectus and this letter, and requests for
notices of guaranteed delivery and other related documents may be directed to
the exchange agent, at the address and telephone number indicated above.

                                      -14-



                  PAYOR'S NAME: U.S. BANK NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9                  NAME:

                          ADDRESS:

                          CHECK APPROPRIATE SPACE:
                          Individual/Sole Proprieter ___ Corporation ___
                          Partnership ___
                          Other (specify) __________________ Exempt from Backup
                          Withholding

                          ----------------------------------------------------
DEPARTMENT OF THE         PART 1 -- PLEASE PROVIDE YOUR   Social Security
TREASURY                  TIN IN THE BOX AT RIGHT AND     number (or Individual
INTERNAL REVENUE SERVICE  CERTIFY BY SIGNING AND DATING   Taxpayer
                          BELOW                           Identification Number)
                                                          (If awaiting TIN,
                                                          write "Applied For")
                                                          _____________
                                                                       or
                                                          Employer
                                                          identification number
                                                          (If awaiting TIN,
                                                          write "Applied For")

                                                          _____________
                          ------------------------------------------------------
PAYOR'S REQUEST FOR       PART 2 -- Certification -- Under penalties of perjury,
TAXPAYER IDENTIFICATION   I certify that:
NUMBER (TIN)

                          (1) The number shown on this form is my correct
                          Taxpayer Identification Number (or I am waiting for a
                          number to be issued to me), and

                          (2) I am not subject to backup withholding because (a)
                          I am exempt from backup withholding or (b) I have not
                          been notified by the Internal Revenue Service ("IRS")
                          that I am subject to backup withholding as a result of
                          failure to report all interest or dividends, or (c)
                          the IRS has notified me that I am no longer subject to
                          backup withholding, and

                          (3) I am a U.S. person (including a U.S. resident
                          alien).

- --------------------------------------------------------------------------------
Certification Instructions -- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).

SIGNATURE_____________________________________ DATE_______________________, 2003

NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER.
         PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
         IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

    YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU INDICATED IN PART 1 THAT
                           YOU ARE AWAITING A TIN.

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within 60 days of the Payment Date the
withholding amount will be remitted to the IRS.

SIGNATURE _____________________________________DATE_____________________________

                                       -1-

EX-99.2

                                                                    EXHIBIT 99.2

                          NOTICE OF GUARANTEED DELIVERY

                             SANMINA-SCI CORPORATION

                            OFFER FOR ALL OUTSTANDING
   10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES
                                 IN EXCHANGE FOR
  10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES,
                           WHICH HAVE BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED

              PURSUANT TO THE PROSPECTUS, DATED ____________, 2003

- --------------------------------------------------------------------------------
 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
 _________________, 2003, UNLESS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE
 WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
 DATE.
- --------------------------------------------------------------------------------

         This form or one substantially equivalent hereto must be used to accept
the exchange offer of Sanmina-SCI Corporation, which we refer to as Sanmina-SCI
in this notice, made pursuant to the prospectus, dated ____________, 2003, if
certificates for the outstanding 10.375% Senior Secured Notes due January 15,
2010 of Sanmina-SCI and associated guarantees, which we collectively refer to as
the original notes in this notice, are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely basis or time
will not permit all required documents to reach U.S. Bank National Association,
as exchange agent, prior to 5:00 p.m., New York City time, on ____________,
2003, unless extended, which we refer to as the expiration date in this notice.
Such form may be delivered or transmitted by facsimile transmission, mail or
hand delivery to the exchange agent as set forth below. In addition, in order to
utilize the guaranteed delivery procedure to tender original notes pursuant to
the exchange offer, a completed, signed and dated letter of transmittal for
original notes held in certificated form (or a facsimile of the letter of
transmittal) or an agent's message instead of a letter of transmittal for
original notes held in book-entry form must also be received by the exchange
agent prior to 5:00 p.m., New York City time, on the expiration date.
Capitalized terms not defined herein shall have the respective meanings ascribed
to them in the prospectus.

                  The exchange agent for the exchange offer is:

                         U.S. BANK NATIONAL ASSOCIATION

    By Hand and Overnight Delivery or                 By Facsimile (for eligible
             Certified Mail:                              institutions only):

               U.S. Bank                                   (213) 362-7357
        Corporate Trust Service
         180 East Fifth Street                          To Confirm by Telephone
          St. Paul, MN 55101
       Attn: Specialized Finance                           (213) 362-7338
        Sanmina-SCI Corporation
10.375% Senior Secured Notes due January
               15, 2010

         DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS NOTICE VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

         This notice is not to be used to guarantee signatures. If a signature
on a letter of transmittal is required to be guaranteed by a "Medallion
Signature Guarantor" under the instructions thereto, such signature guarantee
must appear in the applicable space provided in the signature box on the letter
of transmittal.



Ladies and Gentlemen:

         The undersigned hereby tenders to Sanmina-SCI, upon the terms and
subject to the conditions set forth in the prospectus and the related letter of
transmittal, receipt of each of which the undersigned hereby acknowledges, the
aggregate principal amount of original notes set forth below, pursuant to the
guaranteed delivery procedures described in the letter of transmittal and under
the caption "The Exchange Offer--Guaranteed Delivery Procedures" in the
prospectus.

________________________________________________________________________________
Aggregate principal amount of original notes tendered (must be in integral
multiples of $1,000)

________________________________________________________________________________
Name(s) of holders

________________________________________________________________________________
Name of eligible guarantor institution guaranteeing delivery

Provide the following information for original notes certificates to be
delivered to the exchange agent:

________________________________________________________________________________
Certificate numbers for original notes tendered

Provide the following information for original notes to be tendered by
book-entry delivery:

________________________________________________________________________________
Name of tendering institution

________________________________________________________________________________
DTC account number

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.

PLEASE SIGN HERE

x_______________________________________________________________________________

x_______________________________________________________________________________
Signature(s) of owners or                                                   Date
authorized signatory

________________________________________________________________________________
                         Area code and telephone number

Must be signed by the holder(s) of the original notes being tendered as the
name(s) appear(s) on the certificates evidencing such original notes or on a
security position listing, or by person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this notice of
guaranteed delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
Please print name(s) and address(es).

________________________________________________________________________________

________________________________________________________________________________
Name(s):

________________________________________________________________________________
Capacity:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Address(es):



                                    GUARANTEE

                    (not to be used for signature guarantees)

         The undersigned, a firm or other entity identified in Rule l7Ad-15
under the United States Securities Exchange Act of 1934, as amended, as an
"Eligible Guarantor Institution," which definition includes: (i) banks (as that
term is defined in Section 3(a) of the Federal Deposit Insurance Act); (ii)
brokers, dealers, municipal securities dealers, municipal securities brokers,
government securities dealers, and government securities brokers, as those terms
are defined under the Act; (iii) credit unions (as that term is defined in
Section 19(b)(1)(A) of the Federal Reserve Act); (iv) national securities
exchanges, registered securities associations, and clearing agencies, as those
terms are used under the Act; and (v) savings associations (as that term is
defined in Section 3(b) of the Federal Deposit Insurance Act), hereby guarantees
to deliver to the exchange agent, within three New York Stock Exchange trading
days after the date of execution of this notice, the original notes tendered
hereby, either: (a) by book-entry transfer, to the account of the exchange agent
at DTC, pursuant to the procedures for book-entry delivery set forth in the
prospectus, together with an agent's message, with any required signature
guarantees, and any other required documents, or (b) by delivering certificates
representing the original notes tendered hereby, together with the properly
completed, dated and duly executed letter of transmittal (or a manually signed
facsimile of the letter of transmittal), with any required signature guarantees,
and any other required documents.

         The undersigned acknowledges that it must deliver the original notes
tendered hereby, either (i) in the case of original notes held in book-entry
form, by book-entry transfer into the account of the exchange agent at DTC,
together with an agent's message, and any required signature guarantees and
other required documents, or (ii) in the case of original notes held in
certificated form, by delivering to the exchange agent certificates representing
the original notes tendered hereby, together with the letter of transmittal (or
a manually signed facsimile copy of the letter of transmittal), and any required
signature guarantees and other required documents, in either case, within the
time period set forth above and that failure to do so could result in a
financial loss to the undersigned.

                             (Please Type or Print)

______________________________________   ______________________________________
(Firm Name)                              (Authorized Signature)

______________________________________   ______________________________________
                                         (Print or Type Name of Signatory)

______________________________________
(Firm Address)                           ______________________________________
                                         (Title)

______________________________________   ______________________________________
(Area Code and Telephone Number and      (Date)
Fax Number)

DO NOT SEND PHYSICAL CERTIFICATES REPRESENTING ORIGINAL NOTES WITH THIS NOTICE.
SUCH PHYSICAL CERTIFICATES SHOULD BE SENT TO THE EXCHANGE AGENT, TOGETHER WITH A
PROPERLY COMPLETED AND EXECUTED LETTER OF TRANSMITTAL.

EX-99.3

                                                                    EXHIBIT 99.3

                             SANMINA-SCI CORPORATION

                            OFFER FOR ALL OUTSTANDING
   10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES
                                 IN EXCHANGE FOR
  10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES,
                           WHICH HAVE BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED

              PURSUANT TO THE PROSPECTUS, DATED ____________, 2003

- --------------------------------------------------------------------------------
 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
 _________________, 2003, UNLESS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE
 WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
 DATE.
- --------------------------------------------------------------------------------

                                                             __________ __, 2003

To Our Clients:

         Enclosed for your consideration is a prospectus, dated _____________,
2003, and the related letter of transmittal relating to the exchange offer by
Sanmina-SCI Corporation, which we refer to as Sanmina-SCI in this letter, to
exchange its 10.375% Senior Secured Notes due January 15, 2010 and associated
guarantees, which have been registered under the Securities Act of 1933, as
amended, which we collectively refer to as the exchange notes in this letter,
for its outstanding 10.375% Senior Secured Notes due January 15, 2010 and
associated guarantees, which we collectively refer to as the original notes in
this letter, upon the terms and subject to the conditions described in the
prospectus and the letter of transmittal. The exchange offer is being made in
order to satisfy certain obligations of Sanmina-SCI and certain of its
subsidiaries contained in the Registration Rights Agreement, dated December 23,
2002, by and among Sanmina-SCI, certain subsidiaries of Sanmina-SCI party
thereto and the initial purchasers referred to therein.

         This material is being forwarded to you as the beneficial owner of the
original notes held by us for your account but not registered in your name. A
TENDER OF SUCH ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS.

         Accordingly, we request instructions as to whether you wish us to
tender on your behalf the original notes held by us for your account, pursuant
to the terms and conditions set forth in the enclosed prospectus and letter of
transmittal.

         Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the original notes on your behalf in accordance
with the provisions of the exchange offer. The exchange offer will expire at
5:00 P.M., New York City time, on ___________, 2003, unless extended by
Sanmina-SCI, which we refer to as the expiration date in this letter. Any
original notes tendered pursuant to the exchange offer may be withdrawn at any
time before the expiration date.



         Your attention is directed to the following:

         1.       The exchange offer is for any and all original notes.

         2.       The exchange offer is subject to certain conditions set forth
                  in the prospectus in the section captioned "The Exchange
                  Offer -- Conditions to the Completion of the Exchange Offer."

         3.       Any transfer taxes incident to the transfer of original notes
                  from the holder to Sanmina-SCI will be paid by Sanmina-SCI,
                  except as otherwise provided in the instructions in the letter
                  of transmittal.

         4.       The exchange offer expires at 5:00 P.M., New York City time,
                  on ________, 2003, unless extended by Sanmina-SCI.

         If you wish to have us tender your original notes, please so instruct
us by completing, executing and returning to us the instruction form on the back
of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION
ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL NOTES.

                                      -2-



                                  INSTRUCTIONS

         The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the exchange offer of Sanmina-SCI
Corporation with respect to the original notes.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer all right, title
and interest in the original notes and to acquire the exchange notes, issuable
upon the exchange of such original notes, and that, when such validly tendered
original notes are accepted by Sanmina-SCI for exchange, Sanmina-SCI will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.

         By completing, executing and delivering these instructions, the
undersigned hereby makes the acknowledgments, representations and warranties
referred to above and instructs you to tender the original notes held by you for
the account of the undersigned, upon the terms and subject to the conditions set
forth in the prospectus and letter of transmittal.



                                       ORIGINAL NOTES WHICH ARE TO BE TENDERED
- ----------------------------------------------------------------------------------------------------------------
         CERTIFICATE NUMBERS               PRINCIPAL AMOUNT HELD BY THE        ORIGINAL NOTES ARE TO BE TENDERED
            (IF AVAILABLE)                         UNDERSIGNED                         ("YES" OR "NO")*
- ----------------------------------------------------------------------------------------------------------------
                                                                         
- ----------------------------------------------------------------------------------------------------------------

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

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


 * Unless otherwise indicated, "yes" will be assumed.

         None of the original notes held by us for your account will be tendered
unless we receive written instructions from you to do so. Unless a specific
contrary instruction is given in the space provided, your signature(s) hereon
shall constitute an instruction to us to tender all the original notes held by
us for your account.



                                    IMPORTANT

                                PLEASE SIGN HERE
                   (to be completed by all tendering holders)

THE COMPLETION, EXECUTION AND TIMELY DELIVERY OF THESE INSTRUCTIONS WILL BE
DEEMED TO CONSTITUTE AN INSTRUCTION TO TENDER ORIGINAL NOTES AS INDICATED ABOVE.

Signature (s): _________________________________________________________________

Name (s) (Please Print): _______________________________________________________

Address: _______________________________________________________________________

Zip Code: ______________________________________________________________________

Area Code and Telephone No.: ___________________________________________________

Tax Identification or Social Security No.: _____________________________________

My Account Number with You: ____________________________________________________

Date: __________________________________________________________________________

(Must be signed by the registered holder(s) of the original notes exactly as its
(their) name(s) appear(s) on certificate(s) or on a security position listing,
or by the person(s) authorized to become registered holder(s) by endorsement and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must set forth his or her full
title next to his or her name above. See Instruction 3 to the letter of
transmittal.)

EX-99.4

                                                                    EXHIBIT 99.4

                             SANMINA-SCI CORPORATION

                            OFFER FOR ALL OUTSTANDING
   10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES
                                 IN EXCHANGE FOR
  10.375% SENIOR SECURED NOTES DUE JANUARY 15, 2010 AND ASSOCIATED GUARANTEES,
                           WHICH HAVE BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED

              PURSUANT TO THE PROSPECTUS, DATED ____________, 2003

- -------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________________, 2003, UNLESS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
- -------------------------------------------------------------------------------

                                                         ______________ __, 2003

To Brokers, Dealers, Commercial Banks,
    Trust Companies and Other Nominees:

         Your prompt action is requested. The exchange offer will expire at 5:00
p.m., New York City time, on __________, 2003, unless extended, which we refer
to as the expiration date in this letter. Original notes (as defined below)
tendered pursuant to the exchange offer may be withdrawn at any time before the
expiration date. Please furnish copies of the enclosed materials as quickly as
possible to those of your clients for whom you hold original notes in your name
or in the name of your nominee.

         Sanmina-SCI Corporation, which we refer to as Sanmina-SCI in this
letter, is offering, upon and subject to the terms and conditions set forth in
the prospectus, dated ____________, 2003, and the enclosed letter of transmittal
to exchange in the exchange offer its 10.375% Senior Secured Notes due January
15, 2010 and associated guarantees, which have been registered under the
Securities Act of 1933, as amended, for its outstanding 10.375% Senior Secured
Notes due January 15, 2010 and associated guarantees, which we collectively
refer to in this letter as the original notes. The exchange offer is being made
in order to satisfy certain obligations of Sanmina-SCI and certain of its
subsidiaries contained in the Registration Rights Agreement, dated December 23,
2002, by and among Sanmina-SCI, certain subsidiaries of Sanmina-SCI party
thereto and the initial purchasers referred to therein.

         We are requesting that you contact your clients for whom you hold
original notes regarding the exchange offer. For your information and for
forwarding to your clients for whom you hold original notes registered in your
name or in the name of your nominee, or who hold original notes registered in
their own names, we are enclosing the following documents:

         1.       Prospectus, dated ___________, 2003;

         2.       The letter of transmittal for your use and for the information
                  of your clients;

         3.       A notice of guaranteed delivery to be used to accept the
                  exchange offer if certificates for original notes are not
                  immediately available or time will not permit all required
                  documents to



                  reach the exchange agent prior to the expiration date or if
                  the procedure for book-entry transfer cannot be completed on a
                  timely basis;

         4.       A form of letter which may be sent to your clients for whose
                  account you hold original notes registered in your name or the
                  name of your nominee, with space provided for obtaining such
                  clients' instructions with regard to the exchange offer; and

         5.       [Guidelines for Certification of Taxpayer Identification
                  Number on Substitute Form W-9.]

         To participate in the exchange offer, a duly executed and properly
completed letter of transmittal for original notes held in certificated form (or
facsimile of the letter of transmittal) or an agent's message instead of the
letter of transmittal for original notes held in book-entry form, with any
required signature guarantees and any other required documents, should be sent
to the exchange agent, and certificates representing the original notes should
be delivered to the exchange agent or the original notes shall be tendered by
the book-entry procedures described in the prospectus under "The Exchange Offer
- -- Book-Entry Transfer," all in accordance with the instructions set forth in
the letter of transmittal and the prospectus.

         If a registered holder of original notes desires to tender original
notes, but such original notes are not immediately available, or time will not
permit such holder's original notes or other required documents to reach the
exchange agent before the expiration date, or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected by
following the guaranteed delivery procedures described in the prospectus under
the caption "The Exchange Offer -- Guaranteed Delivery Procedures."

         Sanmina-SCI will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the prospectus and the related documents to the
beneficial owners of original notes held by them as nominee or in a fiduciary
capacity. Sanmina-SCI will pay or cause to be paid all transfer taxes applicable
to the exchange of original notes pursuant to the exchange offer, except as set
forth in Instruction [6] of the letter of transmittal.

         Any inquiries you may have with respect to the procedure for tendering
original notes pursuant to the exchange offer, or requests for additional copies
of the enclosed materials, should be directed to U.S. Bank National Association,
the exchange agent for the exchange offer, at its address and telephone number
set forth on the front of the letter of transmittal.

                                            Very truly yours,

                                            Sanmina-SCI Corporation

         NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF SANMINA-SCI OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

                                      -2-

EX-99.5

                                                                    EXHIBIT 99.5

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                        NUMBER ON SUBSTITUTE IRS FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social security numbers (SSNs) have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers (EINs) have nine digits separated
by only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.



FOR THIS TYPE OF ACCOUNT:      GIVE NAME AND SSN OF:       FOR THIS TYPE OF ACCOUNT:      GIVE NAME AND EIN OF:
- ------------------------------------------------------     ------------------------------------------------------
                                                                           
1.   Individual                The individual              6.   Sole proprietorship       The owner (3)

2.   Two or more individuals   The actual owner of the     7.   A valid trust, estate,    Legal entity (4)
     (joint account)           account or, if combined          or pension trust
                               funds, the first
                               individual on the           8.   Corporate                 The corporation
                               account (1)
                                                           9.   Association, club,        The organization
3.   Custodian account of a    The minor (2)                    religious, charitable,
     minor (Uniform Gift to                                     educational, or other
     Minors Act)                                                tax-exempt organization

4.   a. The usual revocable    The grantor-trustee (1)     10.  Partnership               The partnership
     savings trust (grantor
     is also trustee)                                      11.  A broker or registered    The broker or nominee
                                                                nominee
     b. So-called trust        The actual owner (1)
     account that is not a                                 12.  Account with the          The public entity
     legal or valid trust                                       Department of
     under state law                                            Agriculture in the name
                                                                of a public entity
5.   Sole proprietorship       The owner (3)                    (such as a state or
                                                                local government,
                                                                school district, or
                                                                prison) that receives
                                                                agricultural program
                                                                payments


- -------------------------------------------------------------------------------
(1)  List first and circle the name of the person whose number you furnish. If
     only one person on a joint account has an SSN, that person's number must be
     furnished.

(2)  Circle the minor's name and furnish the minor's SSN.

(3)  YOU MUST SHOW YOUR INDIVIDUAL NAME, but you may also enter your business or
     "DBA" name. You may use either your SSN or EIN (if you have one).

(4)  List first and circle the name of the legal trust, estate, or pension
     trust. (Do not furnish the TIN of the personal representative or trustee
     unless the legal entity itself is not designated in the account title).

NOTE:  If no name is circled when more than one name is listed, the number will
       be considered to be that of the first name listed.



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                        NUMBER ON SUBSTITUTE IRS FORM W-9
                                     PAGE 2

OBTAINING A NUMBER

If you do not have a TIN, apply for one immediately. To apply for an SSN, get
Form SS-5, Application for a Social Security Card, from your local Social
Security Administration Office. Get Form W-7, Application for IRS Taxpayer
Identification Number, to apply for an individual taxpayer identification number
or Form SS-4, Application for Employer Identification Number to apply for an
EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM
(1-800-829-3676) or from the IRS Web Site at www.irs.gov.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on payments of interest and
dividends and/or on broker transactions include the following:

         - A corporation.

         - An organization exempt from tax under section 501(a), any IRA, or a
           custodial account under section 403(b)(7) if the account satisfies
           the requirements of section 401(f)(2).

         - The United States or any of its agencies or instrumentalities.

         - A state, the District of Columbia, a possession of the United States,
           or any of their political subdivisions or instrumentalities.

         - A foreign government, or any of its political subdivisions, agencies
           or instrumentalities.

         - An international organization or any of its agencies or
           instrumentalities.

         - A foreign central bank of issue.

         - A dealer in securities or commodities required to register in the
           U.S., the District of Columbia, or a possession of the U.S.

         - A futures commission merchant registered with the Commodity Futures
           Trading Commission.

         - A real estate investment trust.

         - An entity registered at all times during the tax year under the
           Investment Company Act of 1940.

         - A common trust fund operated by a bank under section 584(a).

         - A financial institution.

         - A trust exempt from tax under section 664 or described in section
           4947.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE IT,
AND RETURN IT TO THE PAYER.

Certain payments other than interest and dividends that are not subject to
information reporting are also not subject to backup withholding. For details,
see the regulations under sections 6041, 6041A, 6042, 6045, 6049, 6050A, and
6050N.

PRIVACY ACT NOTICE

Section 6109 requires most recipients of dividend, interest, or other payments
to give taxpayer identification numbers to payers who must report the payments
to IRS. The IRS uses the numbers for identification purposes. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 30% of taxable interest, dividend, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.

PENALTIES

(1)  PENALTIES FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. - If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2)  CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. - If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3)  CRIMINAL PENALTY FOR FALSE INFORMATION. - Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.