Purchase and Sale Agreement - Solectron Corp., Solectron California Corp. and Solectron Funding Corp.


                       PURCHASE AND SALE AGREEMENT


                                 among


                         SOLECTRON CORPORATION,
                 as Originator, Servicer and Guarantor,


                    SOLECTRON CALIFORNIA CORPORATION,
                              as Originator,


                                 and


                     SOLECTRON FUNDING CORPORATION,
                        as the Initial Purchaser





                     Dated as of September 17, 1997








                            TABLE OF CONTENTS

                                                                  PAGE

ARTICLE I     AMOUNTS AND TERMS OF THE PURCHASES

SECTION 1.1   Agreement to Purchase and Sell                       -1-
SECTION 1.2   Timing of Purchases                                  -2-
SECTION 1.3   Calculation of Purchase Price                        -2-
SECTION 1.4   Definitions and Calculations Related to Purchase 
              Discount                                             -3-
SECTION 1.5   Purchase Price Payments                              -5-
SECTION 1.6   The Initial Purchaser Notes                          -5-
SECTION 1.7   Deemed Collections, Etc.                             -5-
SECTION 1.8   No Recourse                                          -6-
SECTION 1.9   True Sales                                           -6-
SECTION 1.10  Payments and Computations, Etc                       -7-

ARTICLE II    CONDITIONS TO PURCHASES; REPRESENTATIONS AND WARRANTIES; 
              COVENANTS; PURCHASE AND SALE TERMINATION EVENTS

SECTION 2.1   Conditions to Purchases                              -8-
SECTION 2.2   Representations and Warranties; Covenants            -8-
SECTION 2.3   Purchase and Sale Termination Events                 -8-

ARTICLE III   INDEMNIFICATION

SECTION 3.1   Indemnities by each Originator                       -9-
SECTION 3.2   Contribution                                        -10-

ARTICLE IV    ADMINISTRATION AND COLLECTIONS; ADDITIONAL RIGHTS AND 
              OBLIGATIONS IN RESPECT OF THE RECEIVABLES

SECTION 4.1   Servicing of Receivables and Related Assets         -11-
SECTION 4.2   Rights of the Initial Purchaser; Enforcement Rights -11-
SECTION 4.3   Responsibilities of each Originator                 -12-
SECTION 4.4   Further Action Evidencing Purchases                 -13-

ARTICLE V     MISCELLANEOUS

SECTION 5.1   Amendments, Etc.                                   -14-
SECTION 5.2   Notices, Etc.                                      -14-
SECTION 5.3   Acknowledgment and Consent                         -14-
SECTION 5.4   Binding Effect; Assignability                      -15-
SECTION 5.5   Costs, Expenses and Taxes                          -15-
SECTION 5.6   No Proceedings; Limitation on Payments             -16-
SECTION 5.7   GOVERNING LAW AND JURISDICTION                     -16-
SECTION 5.8   Execution in Counterparts                          -17-
SECTION 5.9   Survival of Termination                            -17-
SECTION 5.10  WAIVER OF JURY TRIAL                               -17-
SECTION 5.11  Entire Agreement                                   -18-
SECTION 5.12  Headings                                           -18-

ARTICLE VI    GUARANTEE

SECTION 6.1   Guarantee                                          -18-
SECTION 6.2   Representation and Warranty                        -20-
SECTION 6.3   Subrogation                                        -20-
 

EXHIBIT I     CONDITIONS OF PURCHASES

EXHIBIT II    REPRESENTATIONS AND WARRANTIES

EXHIBIT III