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                                SECOND AMENDMENT
                                       TO
                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
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     Second  Amendment  dated  as of June  26,  1998  to  Amended  and  Restated
Revolving Credit Agreement (the "Second  Amendment"),  by and among  FLEXTRONICS
INTERNATIONAL USA, INC., a California corporation (the "Borrower"),  BANKBOSTON,
N.A. (formerly known as The First National Bank of Boston) and the other lending
institutions  listed on  Schedule  1 to the  Credit  Agreement  (as  hereinafter
defined) (the "Banks"),  amending certain provisions of the Amended and Restated
Revolving  Credit  Agreement  dated as of January  14,  1998 (as  amended and in
effect from time to time, the "Credit Agreement") by and among the Borrower, the
Banks and  BankBoston,  N.A.  as agent for the Banks  (the  "Agent").  Terms not
otherwise  defined herein which are defined in the Credit  Agreement  shall have
the same respective meanings herein as therein.

     WHEREAS, the Borrower and the Banks have agreed to modify certain terms and
conditions  of the Credit  Agreement  as  specifically  set forth in this Second
Amendment;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     ss.1. Amendment to Section 1.1 of the Credit Agreement.  Section 1.1 of the
Credit Agreement is hereby amended as follows:

     (a) the  definition of  "Applicable  Margin" is hereby  amended by deleting
such definition in its entirety and restating it as follows:

          Applicable  Margin.  For each period  commencing on an Adjustment Date
     through the date  immediately  preceding the next  Adjustment  Date (each a
     "Rate Adjustment  Period"),  the Applicable  Margin shall be the applicable
     margin set forth below with respect to FIL's  Pricing  Leverage  Ratio,  as
     determined  for  the  fiscal  period  of FIL and  its  Subsidiaries  ending
     immediately prior to the applicable Rate Adjustment Period.



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                                      Base        Eurodollar    Letter of   Acceptance Fee      Commitment
Level    Pricing Leverage Ratio       Rate           Rate       Credit           Rate              Fee
                                      Loans         Loans          Fees                            Rate
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  I      Less than 1.50:1.00            0            50.00         50.00         50.00            20.00
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 II      Equal to or greater than       0            62.50         62.50         62.50            20.00
         1.50:1.00 but less than
         2.00:1.00
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 III     Equal to or greater than       0            87.50         87.50         87.50            25.00
         2.00:1.00 but less than
         2.50:1.00
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 IV      Equal to or greater than       0           112.50        112.50        112.50            25.00
         2.50:1.00 but less than
         3.00:1.00
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                                      -2-


- ----------------------------------------------------------------------------------------------------------
                                                                             
  V      Equal to or greater than       0           137.50        137.50        137.50            25.00
         3.00:1.00 but less than
         3.50:1.00
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 VI      Equal to or greater than       0           162.50        162.50        162.50            25.00
         3.50:1.00 but less than
         4.00:1.00
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 VII     Equal to or greater than       0           187.50        187.50        187.50            25.00
         4.00:1.00
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          Notwithstanding  the  foregoing,  (a)  for  purposes  of  interest  on
     Revolving  Credit  Loans  outstanding,  the  Letter  of  Credit  Fees,  the
     Acceptance  Fee Rate and the  Commitment Fee Rate payable during the period
     commencing  on June 26, 1998  through the date  immediately  preceding  the
     first  Adjustment  Date to occur  after the fiscal  quarter  ended June 26,
     1998, the Applicable  Margin shall be at Level III set forth above, and (b)
     if the Borrower  fails to deliver any  Compliance  Certificate  pursuant to
     ss.9.4(a)  hereof then,  for the period  commencing on the next  Adjustment
     Date to occur  subsequent  to such  failure  through  the date  immediately
     following the date on which such Compliance  Certificate is delivered,  the
     Applicable  Margin  shall be at the  highest  Applicable  Margin  set forth
     above.

     (b) the definition of "Excluded Subsidiaries" is hereby amended by deleting
such definition in its entirety and restating it as follows:

          Excluded   Subsidiaries.   Collectively,   Astron  Technologies  Ltd.,
     Flextronics  Industrial  (Shenzhen) Limited,  Flextronics Computer (Shekou)
     Limited,  Zhuhai Daomen Chao Yi Technology Co. Ltd.,  Zhuhai Daomen Chao Yi
     Electronics Co. Ltd., Flex Asia (UK) Ltd., EnergiPilot AB, Proactive, Inc.,
     Marathon  Business  Park LLC,  any  Unrestricted  Subsidiary  and any other
     Subsidiary  formed  or  acquired  after the  Closing  Date and which is not
     required  to become a Guarantor  pursuant to ss.9.14  hereof and which does
     not elect to become a Guarantor pursuant to ss.7 hereof; provided, however,
     to  the  extent  any  Person  which  is an  Excluded  Subsidiary  hereunder
     subsequently  elects  or  is  otherwise  required  to  become  a  Guarantor
     hereunder and complies with ss.7.3 hereof, such Person shall cease being an
     Excluded Subsidiary hereunder on the date all the conditions of ss.7.3 have
     been satisfied.

     (c) the  definition of "Total  Funded  Indebtedness"  is hereby  amended by
deleting  the  words  "less  the sum of (a)  cash  of FIL  and its  Subsidiaries
existing  on the  date of  determination  plus  (b)  Investments  of FIL and its
Subsidiaries  made  pursuant  to  ss.10.3(a),  (b)  or (c)  of  the  FIL  Credit
Agreement" from such definition;

     (d) by inserting the following definitions in the appropriate  alphabetical
order:

          Pricing Leverage Ratio. As at any date of determination,  the ratio of
     (a)  Total  Pricing  Funded   Indebtedness  of  FIL  and  its  Subsidiaries
     outstanding on such date to (b) the EBITDA of FIL and its  Subsidiaries for
     the period of four (4)  consecutive  fiscal  quarters  (treated as a single
     accounting period) most recently ended on such date.

          Restricted  Subsidiary.   Any  Subsidiary  of  FIL  which  is  not  an
     Unrestricted  Subsidiary.  Neither  FIL nor any  Subsidiary  shall have the
     right to change the status of a Restricted  Subsidiary  to an  Unrestricted
     Subsidiary,  but FIL or any  Subsidiary  shall have the right to change the
     status of an Unrestricted Subsidiary to a Restricted Subsidiary, subject to
     compliance with the provisions of ss.9.14 hereof.



                                      -3-

          Total Pricing Funded  Indebtedness.  All  Indebtedness  of FIL and its
     Subsidiaries  for  borrowed  money  (including  without   limitation,   all
     guarantees by such Person of  Indebtedness  of others for borrowed  money),
     purchase  money  Indebtedness  and  with  respect  to  Capitalized  Leases,
     determined on a consolidated  basis in accordance  with generally  accepted
     accounting principles, less the sum of (a) cash of FIL and its Subsidiaries
     existing on the date of  determination  plus (b) Investments of FIL and its
     Subsidiaries  made  pursuant  to  ss.10.3(a),  (b) or (c) of the FIL Credit
     Agreement.

          Unrestricted  Subsidiary.   Collectively,  (a)  Neutronics  Electronic
     Industries Holdings AG, Althofen  Electronics GmbH, HTR Technical Resources
     Kft,  Ecoplast  Kft,  Conexao  Informatica  Ltda,   Flextronics  do  Brazil
     Servicios Ltda and (b) any other Subsidiary of FIL, direct or indirect,  as
     to which (i) such Subsidiary conducts  substantially all of its business in
     countries  other than the United  States of America and is organized  under
     the laws of a jurisdiction  other than the United States of America and the
     States (or the District of Columbia) thereof; (ii) the principal operations
     of such  Subsidiary  are not  located in the United  States;  (iii) FIL has
     provided the Agent with an officer's  certificate  certifying  that FIL has
     designated such Subsidiary as an Unrestricted Subsidiary at or prior to the
     time such  Subsidiary is formed or acquired by FIL, as the case may be, and
     FIL has provided  written notice to the Agent in reasonable  detail of such
     designation within five (5) Business Days after designation  thereof;  (iv)
     FIL owns not less than eighty  percent  (80%) of the capital  stock of such
     Subsidiary  and not less than eighty  percent  (80%) of the Voting Stock of
     such  Subsidiary;  (v) all of such  Subsidiary's  liabilities  (other  than
     liabilities  permitted to be  guaranteed  by FIL pursuant to the FIL Credit
     Agreement hereof) are non-recourse as to FIL or any Restricted  Subsidiary;
     and (vi) such  Subsidiary does not own any capital stock of, or own or hold
     any lien, security interest or other encumbrance on, any property of FIL or
     any other Restricted Subsidiary,  provided, however, no Subsidiary shall be
     subsequently  designated  as an  Unrestricted  Subsidiary if any Default or
     Event of Default has occurred and is continuing or would exist  immediately
     after giving effect to such designation.

     ss.2.  Amendment  to  Section 9 of the Credit  Agreement.  Section 9 of the
Credit Agreement is hereby amended by inserting the following  immediately after
the end of the text of ss.9.16:

          9.17.  Unrestricted  Subsidiaries.  The  Company  shall  at all  times
     designate  persons  constituting a majority of the directors (or members of
     the  governing  body) of,  and at all times  have the  power,  directly  or
     indirectly,  to direct the  management  and  polices  of each  Unrestricted
     Subsidiary.

     ss.3.  Amendment  to  Credit  Agreement.  Notwithstanding  anything  to the
contrary  contained in the Credit Agreement,  from and after the date hereof the
Borrowers  shall not be  permitted to request any  Revolving  Credit Loans to be
denominated in an Optional  Currency,  shall only be permitted to have Revolving
Credit Loans  denominated  in Dollars and, to the extent there are any Revolving
Credit Loans  denominated in any Optional  Currency,  shall be required to repay
such Revolving Credit Loans on the date hereof.

     ss.4.  Conditions to Effectiveness.  This Second Amendment shall not become
effective  until the Agent  receives a  counterpart  of this  Second  Amendment,
executed by the Borrower, the Guarantors and the Majority Banks.

     ss.5.  Representations and Warranties.  The Borrower hereby repeats, on and
as of the date hereof,  each of the representations and warranties made by it in
ss.8 of the Credit Agreement, and such



                                      -4-


representations  and warranties remain true as of the date hereof (except to the
extent of changes resulting from  transactions  contemplated or permitted by the
Credit  Agreement  and the other Loan  Documents  and changes  occurring  in the
ordinary  course of business that singly or in the aggregate are not  materially
adverse,  and to the extent  that such  representations  and  warranties  relate
expressly to an earlier  date),  provided,  that all  references  therein to the
Credit  Agreement  shall refer to such Credit  Agreement as amended  hereby.  In
addition,  the Borrower  hereby  represents  and warrants that the execution and
delivery by the Borrower of this Second  Amendment  and the  performance  by the
Borrower of all of its agreements and obligations  under the Credit Agreement as
amended  hereby are within the corporate  authority of each the Borrower and has
been  duly  authorized  by all  necessary  corporate  action  on the part of the
Borrower.

     ss.6.  Ratification,  Etc. Except as expressly  amended hereby,  the Credit
Agreement  and  all  documents,  instruments  and  agreements  related  thereto,
including,  but not limited to the Security  Documents,  are hereby ratified and
confirmed  in all  respects  and shall  continue in full force and  effect.  The
Credit  Agreement  and this Second  Amendment  shall be read and  construed as a
single  agreement.  All  references  in the  Credit  Agreement  or  any  related
agreement or instrument to the Credit  Agreement  shall  hereafter  refer to the
Credit Agreement as amended hereby.

     ss.7. No Waiver.  Nothing  contained  herein shall  constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the Borrower
or any rights of the Agent or the Banks consequent thereon.

     ss.8.  Counterparts.  This Second  Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

     ss.9.  Governing  Law.  THIS SECOND  AMENDMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE  STATE  OF NEW  YORK  (WITHOUT
REFERENCE TO CONFLICT OF LAWS).




                                      -5-

     IN WITNESS WHEREOF,  the parties hereto have executed this Second Amendment
as a document under seal as of the date first above written.

                                           FLEXTRONICS INTERNATIONAL USA, INC



                                           By:__________________________________
                                           Title:

                                           BANKBOSTON, N.A.



                                           By:__________________________________
                                           Title:



                                           ABN AMRO BANK N.V.




                                           By: _________________________________
                                               Name:
                                               Title:


                                           THE BANK OF NOVA SCOTIA




                                           By: _________________________________
                                               Name:
                                               Title:


                                           BANQUE NATIONALE DE PARIS, SAN
                                           FRANCISCO BRANCH



                                           By: _________________________________
                                               Name:
                                               Vice President


                                           PARIBAS




                                           By: _________________________________
                                               Name:
                                               Title:


                                      -6-


                                           COMERICA BANK




                                           By: _________________________________
                                               Name:
                                               Title:


                                           THE INDUSTRIAL BANK OF JAPAN, LIMITED




                                           By: _________________________________
                                               Name:
                                               Title:


                                           SUMITOMO BANK OF CALIFORNIA




                                           By: _________________________________
                                               Name:
                                               Title:






                                      -7-

                            RATIFICATION OF GUARANTY

     Each of the undersigned  guarantors hereby acknowledges and consents to the
foregoing  Second  Amendment  as of June 26,  1998,  and agrees that each of the
Guarantees dated as of January 14, 1998 from each of the undersigned  Guarantors
remain  in full  force  and  effect,  and each of the  Guarantors  confirms  and
ratifies all of its obligations thereunder.


                                           FLEXTRONICS INTERNATIONAL LTD.



                                           By:__________________________________
                                           Title:


                                           FLEXTRONICS INTERNATIONAL (UK) LTD.



                                           By:__________________________________
                                           Title:


                                           FLEXTRONICS MANUFACTURING (HK) LTD.



                                           By:__________________________________
                                           Title:


                                           FLEXTRONICS SINGAPORE PTE. LTD.



                                           By:__________________________________
                                           Title:


                                           FLEXTRONICS HOLDING (UK) LTD.



                                           By:__________________________________
                                           Title:



                                      -8-


                                           FLEXTRONICS MALAYSIA SDN BHD


                                           By:__________________________________
                                           Title:

                                           FLEXTRONICS INTERNATIONAL
                                              MARKETING (L) LTD.



                                           By:__________________________________
                                           Title:


                                           FLEXTRONICS HOLDINGS AB



                                           By:__________________________________
                                           Title:


                                           FLEXTRONICS INTERNATIONAL
                                              SWEDEN AB



                                           By:__________________________________
                                           Title:

                                           ASTRON GROUP LIMITED



                                           By:__________________________________
                                           Title:

                                           DTM PRODUCTS CORPORATION



                                           By:__________________________________
                                           Title: