AMENDMENT TO
                            ASSET PURCHASE AGREEMENT

         THIS  AMENDMENT  (the  "Amendment")  to  that  certain  Asset  Purchase
Agreement dated April 30, 1999 (the "Agreement") is entered into this fourth day
of June, 1999, by and among Bell  Microproducts  Inc., a California  corporation
("Seller") and PEMSTAR INC., a Minnesota corporation  ("Buyer").

         1.  Capitalized  terms not  defined  in this  Amendment  shall have the
meanings defined in the Agreement.

         2.  Amendment  to Section  2.1 -  "Purchase  Price".  The  introductory
paragraph  contained  in Section  2.1 of the  Agreement  shall be deleted in its
entirety and shall be replaced with, and read:

                           "2.1 Purchase  Price.  The purchase  price payable by
the Buyer to the Seller as consideration for the sale, assignment, transfer, and
delivery by the Seller to the Buyer (or a wholly owned subsidiary of Buyer to be
determined by Buyer) of the Acquired Assets,  and the assumption by Buyer of the
Assumed Liabilities,  Buyer, on the terms and conditions set forth herein, shall
be  $40,500,000.00  (the  "Purchase  Price").  At the  Closing,  the Buyer shall
deliver  to  the  Seller  by  wire  transfer  in  immediately   available  funds
$34,000,000 (the "Partial Purchase Price Payment").  Subject to the Post-Closing
Adjustment in Section 2.5,  Buyer will pay the balance of the Purchase  Price at
the time of the  payment to be made  pursuant to Section  2.5(c)(1)  or (2)."

         3. Amendment to Section 2.2(a) - "Delivery". The following new sentence
shall  be  added  to  the  end  of  Section  2.2(a):  "The  consummation  of the
transactions  contemplated by this Agreement  shall occur at 6:00 a.m.,  Pacific
Daylight Time, on Monday, June 7, 1999."

         4.  Miscellaneous.  Except as specifically  modified or amended hereby,
the  Agreement  shall  remain in full force and  effect.  No  provision  of this
Amendment  may be  modified or  amended,  nor shall any terms be waived,  except
expressly in a writing signed by both parties.

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IN WITNESS  WHEREOF,  the Buyer and the Seller have caused this  Amendment to be
signed as of the date first written above.

"BUYER"                                        PEMSTAR INC.

                                               a Minnesota Corporation

                                               By: ___________________________
                                               Name: _________________________
                                               Title: ________________________


"SELLER"                                       BELL MICROPRODUCTS INC.
                                               a California Corporation


                                               By: ___________________________
                                               Name: _________________________
                                               Title: ________________________


                                               By: ___________________________
                                               Name: _________________________
                                               Title: ________________________