Receivables Purchase Agreement - Solectron Funding Corp., Solectron Corp., Receivables Capital Corp., and Bank of America NT&SA

                     RECEIVABLES PURCHASE AGREEMENT


                                  among


                     SOLECTRON FUNDING CORPORATION,
                               as Seller,

                          SOLECTRON CORPORATION,
                       individually and as Servicer,


                     RECEIVABLES CAPITAL CORPORATION,
                                as Issuer

                                   and

         BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                            as Administrator


                     Dated as of September 17, 1997








                            TABLE OF CONTENTS

                                                                  PAGE

ARTICLE I     AMOUNTS AND TERMS OF THE PURCHASES

Section 1.1   Purchase Facility                                   -1-
Section 1.2   Making Purchases                                    -2-
Section 1.3   Purchased Interest Computation                      -3-
Section 1.4   Settlement Procedures                               -3-
Section 1.5   Fees                                                -6-
Section 1.6   Payments and Computations, Etc.                     -6-
Section 1.7   Dividing or Combining Portions of the Capital of
              the Purchased Interest                              -7-
Section 1.8   Increased Costs                                     -7-
Section 1.9   Additional Discount on Portions of Purchased 
              Interest Bearing a Eurodollar Rate                  -7-
Section 1.10  Requirements of Law                                 -8-
Section 1.11  Inability to Determine Eurodollar Rate              -9-

ARTICLE II    REPRESENTATIONS AND WARRANTIES; COVENANTS;
              TERMINATION EVENTS

Section 2.1   Representations and Warranties; Covenants           -9-
Section 2.2   Termination Events                                  -9-

ARTICLE III   INDEMNIFICATION

Section 3.1   Indemnities by the Seller                          -10-
Section 3.2   Indemnities by the Servicer                        -11-
Section 3.3   Contribution                                       -12-

ARTICLE IV    ADMINISTRATION AND COLLECTIONS

Section 4.1   Appointment of Servicer                            -12-
Section 4.2   Duties of Servicer                                 -13-
Section 4.3   Lock-Box Arrangements                              -14-
Section 4.4   Enforcement Rights                                 -15-
Section 4.5   Responsibilities of the Seller and Servicer        -15-
Section 4.6   Servicing Fee                                      -16-

ARTICLE V     MISCELLANEOUS

Section 5.1   Amendments, Etc.                                   -16-
Section 5.2   Notices, Etc.                                      -16-
Section 5.3   Assignability                                      -17-
Section 5.4   Costs, Expenses and Taxes                          -17-
Section 5.5   No Proceedings; Limitation on Payments             -18-
Section 5.6   Confidentiality                                    -18-
Section 5.7   GOVERNING LAW AND JURISDICTION                     -18-
Section 5.8   Execution in Counterparts                          -19-
Section 5.9   Survival of Termination                            -19-
Section 5.10  WAIVER OF JURY TRIAL                               -19-
Section 5.11  Entire Agreement                                   -20-
Section 5.12  Headings                                           -20-
Section 5.13  Issuer's Liabilities                               -20-
Section 5.14  Purchase and Sale Agreement                        -20-


EXHIBIT I     DEFINITIONS

EXHIBIT II    CONDITIONS OF PURCHASES

EXHIBIT III   REPRESENTATIONS AND WARRANTIES

EXHIBIT IV    COVENANTS

EXHIBIT V     TERMINATION EVENTS

SCHEDULE I    CREDIT AND COLLECTION POLICY

SCHEDULE II   LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS

SCHEDULE III  TRADE NAMES

ANNEX A       FORM OF LOCK-BOX AGREEMENT



                     RECEIVABLES PURCHASE AGREEMENT

This RECEIVABLES PURCHASE AGREEMENT (this "AGREEMENT") is entered into 
as of September 17, 1997 among SOLECTRON FUNDING CORPORATION, a Delaware 
corporation, as seller (the "SELLER"), SOLECTRON CORPORATION, a Delaware 
corporation, in its individual capacity ("SOLECTRON") and as initial 
Servicer (in such capacity, together with its successors and permitted 
assigns in such capacity, the "SERVICER"), RECEIVABLES CAPITAL 
CORPORATION, a Delaware corporation (together with its successors and 
permitted assigns, the "ISSUER"), and BANK OF AMERICA NATIONAL TRUST AND 
SAVINGS ASSOCIATION, a national banking association, as administrator 
(in such capacity, together with its successors and assigns in such 
capacity, the "ADMINISTRATOR") for the Issuer pursuant to an agreement 
between the Issuer and the Administrator.

PRELIMINARY STATEMENTS.  Certain terms that are capitalized and used 
throughout this Agreement are defined in EXHIBIT I to this Agreement.  
References in the Exhibits hereto to "the Agreement"  or "this 
Agreement" refer to this Agreement, as amended, amended and restated, 
modified or supplemented from time to time.

The Seller desires to sell, transfer and assign an undivided variable 
percentage interest in a pool of receivables, and the Issuer desires to 
acquire such undivided variable percentage interest, as such percentage 
interest shall be adjusted from time to time based upon, in part, 
reinvestment payments which are made by the Issuer and additional 
incremental payments made to the Seller.

In consideration of the mutual agreements, provisions and covenants 
contained herein, the parties hereto agree as follows:


                                ARTICLE I

                    AMOUNTS AND TERMS OF THE PURCHASES

Section 1.1.  PURCHASE FACILITY (a) On the terms and conditions 
hereinafter set forth, the Issuer hereby agrees to purchase and make 
reinvestments in the Purchased Interest from the Seller from time to 
time during the period from the date hereof to the Facility Termination 
Date; PROVIDED, that nothing herein shall be deemed or construed as a 
commitment by the Issuer to fund the purchase or reinvestment with 
regard to the Purchased Interest through the issuance of Notes, and it 
is hereby expressly acknowledged and agreed that such funding is, and 
shall continue to be, wholly discretionary on the part of the Issuer.  
Under no circumstances shall the Issuer make any such purchase or 
reinvestment if after giving effect to such purchase or reinvestment the 
aggregate outstanding Capital of the Purchased Interest would exceed the 
Purchase Limit. 

   (b)  The Seller may, upon at least 5 days' notice to the 
Administrator, terminate the purchase facility provided in this SECTION 
1 in whole or, from time to time, irrevocably reduce in part the unused 
portion of the Purchase Limit; PROVIDED that each partial reduction 
shall be in the amount of at least $5,000,000 or an integral multiple of 
$1,000,000 in excess thereof.

Section 1.2.  MAKING PURCHASES.  (a) Each purchase (but not 
reinvestments) of undivided ownership interests with regard to the 
Purchased Interest hereunder shall be made upon the Seller's irrevocable 
written notice delivered to the Administrator in accordance with 
SECTION 5.2 (which notice must be received by the Administrator prior to 
11:00 a.m., San Francisco time) (i) three Business Days prior to the 
requested purchase date, in the case of a purchase to be funded at the 
Alternate Rate and based on the Eurodollar Rate, (ii) one Business Day 
prior to the requested purchase date, in the case of a purchase to be 
funded at the Alternate Rate and based on the Base Rate and (iii) one 
Business Day prior to the requested purchase date, in the case of a 
purchase to be funded at the CP Rate, which notice shall specify (A) the 
amount requested to be paid to the Seller (such amount, which shall not 
be less than $5,000,000, being the "CAPITAL" relating to the undivided 
ownership interest then being purchased), (B) the date of such purchase 
(which shall be a Business Day) and (C) the desired funding basis for 
such purchase (which shall be either the Alternate Rate or the CP Rate) 
and (unless such purchase shall be funded at the CP Rate) the duration 
of the initial Fixed Period(s) for such purchase.  If such terms relate 
to the CP Rate, the Administrator shall promptly thereafter notify the 
Seller whether such terms are acceptable to the Issuer.  If the 
Administrator notifies the Seller that such terms relating to the CP 
Rate are unacceptable to the Issuer due to market conditions, then the 
Seller shall be deemed to have requested that the purchase be funded at 
the Alternate Rate and based on the Base Rate.

   (b)  On the date of each purchase (but not reinvestment) of undivided 
ownership interests with regard to the Purchased Interest hereunder, the 
Issuer shall, upon satisfaction of the applicable conditions set forth 
in EXHIBIT II hereto, make available to the Seller in same day funds, at 
Bank of America National Trust and Savings Association, account # 
1233056289, an amount equal to the Capital relating to the undivided 
ownership interest then being purchased.

   (c)  Effective on the date of each purchase pursuant to this 
SECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller 
hereby sells and assigns to the Issuer an undivided percentage ownership 
interest in all its right, title and interest in (i) each Pool 
Receivable then existing, (ii) all Related Security with respect to such 
Pool Receivables, and (iii) Collections with respect to, and other 
proceeds of, such Pool Receivables and Related Security; provided that 
the foregoing shall not include any Excluded Property.

   (d)  To secure all of the Seller's obligations (monetary or 
otherwise) under this Agreement and the other Transaction Documents to 
which it is a party, whether now or hereafter existing or arising, due 
or to become due, direct or indirect, absolute or contingent, the Seller 
hereby grants to the Administrator, for its benefit and the benefit of 
the Issuer, a security interest in all of the Seller's right, title and 
interest (including without limitation any undivided interest of the 
Seller) in, to and under all of the following, whether now or hereafter 
owned, existing or arising (A) all Pool Receivables, (B) all Related 
Security with respect to each such Pool Receivable, (C) all Collections 
with respect to each such Receivable, (D) the Lock-Box Accounts and any 
related deposit accounts and post office boxes and all amounts on 
deposit therein and all certificates and instruments, if any, from time 
to time evidencing such Lock-Box Accounts, related deposit accounts and 
post office boxes and amounts held or on deposit therein, and (E) all 
proceeds of, and all amounts received or receivable under any or all of, 
the foregoing; provided that the foregoing shall not include any 
Excluded Property.  The Administrator and the Issuer shall have, with 
respect to the property described in this SECTION 1.2(d), and in 
addition to all the other rights and remedies available to the 
Administrator and the Issuer, all the rights and remedies of a secured 
party under any applicable UCC.

Section 1.3.  PURCHASED INTEREST COMPUTATION. The Purchased Interest 
shall be initially computed on the date of the initial purchase 
hereunder.  Thereafter until the Termination Date, the Purchased 
Interest shall be automatically recomputed (or deemed to be recomputed) 
on each Business Day other than a Termination Day.  The Purchased 
Interest, as computed (or deemed recomputed) as of the day immediately 
preceding the Termination Date, shall thereafter remain constant.  
Notwithstanding the preceding sentence, the Purchased Interest shall 
become zero when the Capital thereof and Discount thereon shall have 
been paid in full, all the amounts owed by the Seller hereunder to the 
Issuer, the Administrator, and any other Indemnified Party or Affected 
Person, are paid in full and the Servicer shall have received the 
accrued Servicing Fee thereon.

Section 1.4.  SETTLEMENT PROCEDURES.  (a) Collection of the Pool 
Receivables shall be administered by the Servicer in accordance with the 
terms of this Agreement.  The Seller shall provide to the Servicer on a 
timely basis all information needed for such administration, including 
notice of the occurrence of any Termination Day and current computations 
of the Purchased Interest.

   (b)  The Servicer shall, on each day on which Collections of Pool 
Receivables are received (or deemed received) by the Seller or Servicer 
or an Originator (including pursuant to Section 1.7 of the Purchase and 
Sale Agreement):

      (i)  set aside and hold in trust (and, at the request of the 
Administrator, segregate) for the Issuer, out of the percentage of such 
Collections represented by the Purchased Interest, FIRST an amount equal 
to the Discount accrued through such day for each Portion of Capital and 
not previously set aside and SECOND, to the extent funds are available 
therefor, an amount equal to the Servicing Fee accrued through such day 
for the Purchased Interest and not previously set aside; and

     (ii)  subject to SECTION 1.4(f), if such day is not a Termination 
Day, remit to the Seller, on behalf of the Issuer, the remainder of the 
percentage of such Collections, represented by the Purchased Interest, 
to the extent representing a return of Capital; such Collections shall 
be automatically deemed reinvested in Pool Receivables, and in the 
Related Security and Collections and other proceeds with respect 
thereto, and the Purchased Interest shall be automatically recomputed 
pursuant to SECTION 1.3;

    (iii)  if such day is a Termination Day, set aside, segregate and 
hold in trust for the Issuer the entire remainder of the percentage of 
the Collections represented by the Purchased Interest; PROVIDED that if 
amounts are set aside and held in trust on any Termination Day and 
thereafter, the conditions set forth in SECTION 2 of EXHIBIT II are 
satisfied or are waived by the Administrator, such previously set aside 
amounts shall, to the extent representing a return of Capital, be 
reinvested in accordance with the preceding PARAGRAPH (ii) on the day of 
such subsequent satisfaction or waiver of conditions; and

     (iv)  during such times as amounts are required to be reinvested in 
accordance with the foregoing PARAGRAPH (ii) or the proviso to PARAGRAPH 
(iii), release to the Seller (subject to SECTION 1.4(f)) for its own 
account any Collections in excess of (x) such amounts, (y) the amounts 
that are required to be set aside pursuant to PARAGRAPH (i) above and 
(z) any other obligations of the Seller hereunder which are then due and 
owing.

   (c)  The Servicer shall deposit into the Administration Account, on 
the last day of each Settlement Period relating to a Portion of Capital 
(or at such other times as the Administrator shall require upon the 
occurrence and during the continuation of (i)any Unmatured Termination 
Event or Termination Event or (ii) at any time when the Rated Long Term 
Debt of Solectron is not rated at least Investment Grade, any event that 
materially and adversely affects the Servicer's ability to perform its 
obligations hereunder or the collectibility of the Receivables), 
Collections held for the Issuer pursuant to SECTION 1.4(b)(i) or SECTION 
1.4(f) with respect to such Portion of Capital and the lesser of (x) the 
amount of Collections then held for the Issuer pursuant to SECTION 
1.4(b)(iii) and (y) such Portion of Capital.

   (d)
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