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Purchase and Manufacturing Services Agreement - NCR Corp. and Solectron Corp.

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                     PURCHASE AND MANUFACTURING SERVICES  
                                   AGREEMENT

                                                   Agreement Number 98-M-SU-0005


                                               
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  Solectron Corporation                            NCR CORPORATION     
   847 Gibraltar Drive                         1700 S. Patterson Blvd. 
    Milpitas, CA 95035                            Dayton, OH  45479     
--------------------------------------------------------------------------------



This Agreement is effective on April 27, 1998 and will terminate on April 30,
2003, unless renewed in accordance with the Agreement.

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Under this agreement, NCR will purchase personal computers, entry level and
server computers from Solectron and have Solectron build MPP computers, point of
sale devices and retail scanners.
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                               TABLE OF CONTENTS
                               -----------------


                                                                                                 
ARTICLE I - GENERAL TERMS AND CONDITIONS........................................   3
ARTICLE II - OEM................................................................  10
ARTICLE III - MANUFACTURING SERVICES............................................  19
EXHIBIT A - PRODUCT SPECIFICATIONS..............................................  29 
EXHIBIT B - PRICING, LEADTIME, FLEXIBILITY, ORDER RESCHEDULING, CANCELLATION, 
AND RETURNED EVALUATION EQUIPMENT...............................................  33
EXHIBIT C - QUALITY.............................................................  36
EXHIBIT D - SUPPORT SERVICE REQUIREMENTS........................................  47
EXHIBIT E - SAFETY AND REGULATORY REQUIREMENTS..................................  50
EXHIBIT F - SERVICE LEVEL AGREEMENT.............................................  56
EXHIBIT G - ELECTRONIC DATA INTERCHANGE.........................................  76
EXHIBIT H - NCR AND THIRD PARTY SOFTWARE........................................  80
EXHIBIT I - YEAR 2000...........................................................  89

<PAGE>
 
NCR CORPORATION, a Maryland corporation, having a place of business at 1700 S.
Patterson Blvd., Dayton,  OH  45479 USA ("NCR") and Solectron Corporation,
having a place of business at 847 Gibraltar Drive, Milpitas, CA 95035
("Solectron "),

AGREE AS FOLLOWS:

This document sets forth a set of agreements between the parties.  Each
agreement consists of Article I (General Terms and Conditions) together with a
consecutively number article and any exhibits referenced therein ("Agreement").
For example, Article I and Article II (OEM) make up a contract between the
parties; and Article I and Article III (Manufacturing Services) make up a
separate contract between the parties.


AGREED by the following authorized representatives:

SOLECTRON CORPORATION                    NCR CORPORATION

BY: /s/ SUSAN A. WANG                    BY: /s/ WILLIAM J. EISENMAN
    -------------------------------          ------------------------------
NAME: SUSAN A. WANG                      NAME: WILLIAM J. EISENMAN
     ------------------------------           -----------------------------
TITLE: CHIEF FINANCIAL OFFICER           TITLE: SENIOR VICE PRESIDENT
      -----------------------------            ----------------------------
DATE: APRIL 14, 1998                     DATE: APRIL 13, 1998
     ------------------------------           -----------------------------

                                     Page 2
<PAGE>
 
                                   ARTICLE I

                         General Terms and Conditions


                               TABLE OF CONTENTS
                               -----------------


                                                           
1.  CONFIDENTIAL MATERIALS...................................  3
2.  NOTICES..................................................  4
3.  AUDIT....................................................  4
4.  DISPUTES.................................................  5
5.  GENERAL..................................................  6
    5.1  Assignment..........................................  6
    5.2  Severability........................................  6
    5.3  Excused Performance.................................  6
    5.4  Choice of Law.......................................  6
    5.5  Constrained Capacity................................  6
    5.6  Affiliate Participation.............................  6
    5.7  Waiver or Delay.....................................  6
    5.8  Solectron Disaster Plan.............................  7
    5.9  Duty Drawback.......................................  7
    5.10  Country of Origin..................................  7
    5.11  Compliance with Laws...............................  7
    5.12  Personal Warranties................................  7
    5.13  Relationship of Parties............................  7
    5.14  Periods of Time....................................  7
    5.15  Publication of Agreement...........................  7
    5.16  Limitation of Liability............................  7
    5.17  Entire Agreement...................................  8
6.  OTHER OBLIGATIONS........................................  8
    6.1 Reduction [ ]........................................  8
    6.2  Tooling.............................................  8
    6.3  [ ].................................................  8
    6.4  Year 2000 Test......................................  8
7.  DEFINITIONS..............................................  8


1.   CONFIDENTIAL MATERIALS

     For a period of 5 years from the date of receipt, the recipient will use
     the same degree of care to prevent the disclosure of Confidential
     Information to any other person as it uses to protect other information of
     a similar nature which it owns or possesses, but in no event less than
     reasonable care, unless disclosure is required by law. The recipient may
     disclose Confidential Information only to those of its employees with a
     legitimate need to know.  Unless the discloser provides written notice to
     the contrary, the recipient may disclose Confidential Information to its
     affiliates or contractors with a legitimate need to know who agree in
     writing to confidentiality obligations consistent with this 

                                     Page 3
<PAGE>
 
     Section. All materials containing Confidential Information are and remain
     the discloser's property, and upon written request the recipient will
     promptly return them, and all copies of them, except a single archival
     copy.

2.   NOTICES

     Except as otherwise specifically provided herein, notices and other
     communications will be delivered by any method providing for proof of
     delivery, except that a notice of default or termination may be delivered
     by facsimile transmission if the original document is also promptly
     delivered to the recipient.  A notice will be deemed given on the date of
     receipt at the following address(es): the addresses shown on the cover page
     of this Agreement, with an additional copies to:


     General Counsel/Notices   WHQ-5         Susan Wang
     NCR Corporation                         Senior Vice President and CFO
     Dayton, OH   45479                      Solectron Corporation
                                             847 Gibraltar Drive
     Vice President, Supplier Management     Milpitas, CA 95035
     NCR Corporation
     3325 Platt Springs Rd.                  Legal Department
     West Columbia, SC  29170                Solectron Corporation
                                             847 Gibraltar Drive
     Vice President, Supplier Management     Milpitas, CA 95035
     NCR Corporation
     2651 Satellite Blvd.
     Duluth, GA  30096

     Either party may change its address upon notice as required by this
     Section.


3.   AUDIT

3.1  During the term of this Agreement, Solectron agrees to keep all usual and
     proper records and books of account and all usual and proper entries
     relating to the compliance with provisions concerning quality control,
     third party software licenses procured by NCR in connection with this
     Agreement, NCR software, component and Part price information required to
     be disclosed by Solectron to NCR in connection with Exhibit B, Year 2000
     and Safety regulatory warranties, Sections 5.5, 5.9, 5,10, 5.11 of Article
     I, Section 6.9 of Article II, Section 5.9 of Article III, Section 5.2 of
     Exhibit D, Exhibit F, royalties reported under Exhibit B, and most favored
     pricing.  Solectron shall maintain on Solectron premises such records for
     itself and for each Solectron subsidiary which exercises rights under this
     Agreement.

3.2  In order to verify Solectron's compliance with the terms of this Agreement
     expressly set forth in Section 3.1 of Article I and any third party or
     governmental audit requirements, NCR may cause (i) an audit to be made of
     Solectron's and/or Solectron's subsidiaries' books and records directly
     related to the audited matters and/or (ii) an inspection to be made of
     Solectron's and/or Solectron's subsidiaries' facilities and procedures.
     Any audit and/or inspection shall be conducted during regular business
     hours at such facilities, with 5 business days notice.  Any audit may be
     conducted by NCR or an independent 

                                     Page 4
<PAGE>
 
     certified public accountant selected by NCR (other than on a contingent fee
     basis) reasonably acceptable to Solectron. Such third party auditor shall
     enter into a nondisclosure agreement with Solectron and shall only report
     to NCR on Solectron's compliance with respect to the audited matter.

3.3  Solectron agrees to provide NCR's designated audit or inspection team
     access to the relevant Solectron's and/or Solectron's subsidiaries' records
     and facilities, except to the extent such access may be limited or
     prohibited by Solectron's agreements with its other customers.

3.4  Prompt adjustment shall be made to compensate for any errors or omissions
     disclosed by such audit unless Solectron objects to the results of the
     audit in writing.  Any such audit shall be paid for by NCR unless material
     discrepancies are disclosed.  If material discrepancies are disclosed,
     Solectron agrees to pay NCR for the reasonable costs associated with the
     audit.  In no event shall audits be made more frequently than semi-annually
     unless the immediately preceding audit disclosed a material discrepancy.

4.   DISPUTES

4.1  In the event any controversy or claim arises between the parties to this
     Agreement, they will attempt in good faith to negotiate a solution to their
     differences by elevating the issue to senior management for resolution and,
     if negotiation does not result in a resolution within 30 days, they agree
     to participate in good faith mediation as administered by the American
     Arbitration Association.  In the event of threatened or actual irreparable
     harm, a party may elect to bypass this Section and proceed directly
     pursuant to Sections 4.2 or 4.4.

4.2  Any controversy or claim between the parties to this Agreement, whether
     based on contract, tort, statute, or other legal theory (including but not
     limited to any claim of infringement, fraud or misrepresentation), which
     cannot be resolved by negotiation or mediation will be resolved by
     arbitration pursuant to this section and the then-current Commercial Rules
     and supervision of the American Arbitration Association.  The duty to
     arbitrate will extend to any employee, officer, shareholder, agent, or
     affiliate of a party hereto making or defending a claim which would be
     subject to arbitration if brought by a party hereto.  If any part of this
     section is held to be unenforceable, it will be severed and will not affect
     either the duty to arbitrate hereunder or any other part of this section.

4.3  The arbitration will be held in the US headquarters city of the party not
     initiating the claim before a sole arbitrator who is knowledgeable in
     business information and electronic data processing systems.  The
     arbitrator's award will be final and binding and may be entered in any
     court having jurisdiction thereof.  The arbitrator will not have the power
     to award any damages excluded by, or in excess of, any damage limitations
     expressed in this Agreement.  Issues of arbitrability will be determined in
     accordance solely with the federal substantive and procedural laws relating
     to arbitration; in all other respects, the arbitrator will be obligated to
     apply and follow the substantive law of the state or nation specified in
     this Agreement.  Each party will bear its own attorney's fees associated
     with the arbitration and other costs and expenses of the arbitration will
     be borne as provided by the rules of the American Arbitration Association.

4.4  If a party breaches any provision of this Agreement related to the other
     party's or the other party's supplier's intellectual property, the other
     party will have no adequate 

                                     Page 5
<PAGE>
 
     remedy at law and may petition a court of law for injunctive relief to
     protect the intellectual property.

5.   GENERAL

5.1  Assignment.
     -----------

     No assignment of this Agreement by a party will be valid without the prior
     written consent of the other party which will not be unreasonably withheld.
     As used in this Section, "assignment" shall not include mergers,
     consolidations or the acquisition of the majority of the outstanding voting
     shares or other controlling interest in the party.  This Agreement shall be
     binding upon and inure to the benefit of the parties and their respective
     successors and permitted assigns.  NCR, if it sells an operating unit that
     is using this Agreement, may replicate this Agreement to such operating
     unit.

5.2  Severability.  If any provision of this Agreement shall be held to be
     -------------                                                        
     illegal, invalid, or unenforceable, the remaining provisions shall remain
     in full force and effect provided the intent of the parties has not been
     materially frustrated.

5.3  Excused Performance. Neither party will be liable for damages because of
     --------------------                                                    
     delays in or failure of performance when the delay or failure is due to
     supplier shortages beyond Solectron's reasonable control, acts of God, acts
     of civil or military authority, fire, flood, strikes, war, epidemics,
     shortage of power, or other cause beyond such party's reasonable control
     and without its fault or negligence, if the party (a) uses best efforts to
     promptly notify the other in advance of conditions which will result in a
     delay in or failure of performances (b) uses commercially reasonable
     efforts to avoid or remove the conditions (including transferring
     production to other manufacturers who are not affiliated with Solectron),
     and (c) immediately continues performance when the conditions are removed.

5.4  Choice of Law.  This Agreement shall be governed by and construed in
     --------------                                                      
     accordance with the laws of the State of New York, as applied to contracts
     entered into and performed entirely in that State, specifically excluding
     its rules on conflicts of law.

5.5  Constrained Capacity.  During times of constrained capacity, Solectron will
     --------------------                                                       
     use all  commercially reasonable efforts to utilize capacity planned for
     NCR to meet NCR requirements.  In the event of such constrained capacity,
     Solectron will provide NCR first priority within NCR's forecasts, as
     regards available capacity allocation and in no event will NCR's available
     allocation be lower than the proportion of NCR's pre-allocation Orders as a
     percentage of Solectron's business for the Products and/or Parts.  Subject
     to Section 5.3, acceptance by NCR of such percentage of its Orders will not
     be a waiver of any rights or remedies which NCR may have as a result of
     Solectron's failure to ship all ordered Products and Parts.

5.6  Affiliate Participation.  All rights granted to NCR in this Agreement may
     -----------------------                                                  
     be exercised by any Affiliate of NCR agreeing to be bound by the terms of
     this Agreement.  NCR agrees to guarantee the performance of its Affiliates
     that exercise rights under this Agreement.

5.7  Waiver or Delay.  Failure to enforce any provision of this Agreement is not
     ---------------                                                            
     a waiver of future enforcement of that or any other provision.

                                     Page 6
<PAGE>
 
5.8  Solectron Disaster Plan. Upon NCR's request, Solectron will provide NCR an
     -----------------------                                                   
     opportunity to review Solectron's disaster recovery plan which will be
     prepared within 180 days after the Effective Date.  At a minimum, the plan
     shall address production interruptions and the contingencies indicated in
     Section 5.3 of Article I.

5.9  Duty Drawback.  NCR will be entitled to claim duty drawback on Products and
     -------------                                                              
     Parts exported by or for NCR.  Solectron will submit, for any Products and
     Parts containing imported components, a Manufacturing Drawback Entry and/or
     Certificate (Customs Form 331 or other as applicable), will retain all
     records required by U.S. statutes and regulations and identified in any
     drawback contract covering Products and Parts, and will assist NCR as
     reasonably requested by providing relevant information to NCR, in order to
     claim duty drawback for Products and Parts.

5.10 Country of Origin.  Solectron will provide to NCR, prior to the first
     -----------------                                                    
     delivery of any Product hereunder, a certificate of origin stating the
     country of origin for the Product or Part and if applicable a NAFTA
     certificate of origin.  If the country of origin for any Product should
     change, Solectron will provide a new certificate of origin prior to the
     first delivery of any Product affected by the change.

5.11 Compliance with Laws.  Both parties will, in the manufacture/sale of the
     --------------------                                                    
     Products and parts, and in all other performance under this Agreement,
     fully comply with all applicable federal, state, local and other
     governmental laws and regulations.

5.12 Personal Warranties.  Each party represents and warrants that it has the
     -------------------                                                     
     right and power to enter into this Agreement.

5.13 Relationship of Parties.  The relationship of Solectron and NCR as
     -----------------------                                           
     established under this Agreement will be and remain one of independent
     contractors, and neither party will at any time or in any way represent
     itself as being a dealer, agent or other representative of the other party
     or as having authority to assume or create obligations or act in any manner
     on behalf of the other party. Nothing in this Agreement creates a
     partnership, joint venture, agency, or franchise relationship.

5.14 Periods of Time.  Saturdays, Sundays, and holidays will be included when
     ---------------                                                         
     computing the number of days required or permitted for notice, response, or
     other action on the part of either party.

5.15 Publication of Agreement.  Except as may be required by law or by the
     ------------------------                                             
     order of a court of competent jurisdiction, neither Solectron nor NCR will
     publicize or otherwise advertise the existence of this Agreement or its
     terms without the prior written consent of the other party.  In the event
     this Agreement must be disclosed, the party disclosing the Agreement shall
     inform the other party of the requirement and shall, as requested by such
     other party, provide all reasonable assistance in seeking a protective
     order or confidential treatment of this Agreement.

5.16 Limitation of Liability. EXCEPT AS EXPRESSLY INDICATED IN THIS AGREEMENT
     -----------------------                                                 
     OR OTHERWISE EXPRESSLY AGREED IN WRITING, IN NO EVENT WILL EITHER PARTY BE
     LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
     DAMAGES UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN NOTIFIED OF THE
     POSSIBILITY OF ANY SUCH DAMAGES.

                                     Page 7
<PAGE>
 
5.17 Entire Agreement.  This document and any referenced documents sets out the
     -----------------                                                         
     entire agreement of the parties, and supersedes all prior communications
     regarding its subject matter.  A waiver or amendment of any provision may
     only be made in writing signed by the authorized representatives of both
     parties.

5.18 Further, this Agreement shall take precedence over any conflicting terms
     in any Exhibit hereto or any Purchase Orders hereunder.

6.   OTHER OBLIGATIONS

6.1  Reduction [].  If, within [  ] after the Effective Date, NCR's unit volume
     ------------                                                              
     purchases from Solectron's [ ], are materially less than the [  ].

6.2  Tooling.  If, within [  ] after the Effective Date (or such longer time
     -------                                                                
     over which [  ]), NCR's unit volume purchases from Solectron's [  ]

6.3  [  ]

6.4  Year 2000 Test.  The parties agree that they will test the ability of their
     --------------                                                             
     systems that support the business covered by this Agreement to confirm that
     there are no Year 2000 incompatibilities or problems with these systems and
     their interfaces.  The parties will perform this test by the end of Q1 1999
     so that the parties can make any necessary changes to each party's
     respective systems.  Each party will bear its own costs with respect to the
     test and changes needed to its own systems.

7.   DEFINITIONS

7.1  "Affiliate" shall mean any corporation that has outstanding voting
     securities, at least fifty percent (50%) of which are directly held by NCR.

7.2  "Confidential Information" is information reasonably related to this
     Agreement that complies with this paragraph.  Confidential Information
     disclosed in documents or other tangible form must be clearly marked as
     confidential at the time of disclosure.  Confidential Information in oral
     or other intangible form must be identified as confidential at the time of
     disclosure, and summarized in tangible form clearly marked as confidential
     and delivered to the recipient within 10 calendar days thereafter.
     Confidential Information will also include any information which the
     recipient knows or should know to be confidential even if not marked.
     Confidential Information does not include information which is or becomes
     available without restriction to the recipient or any other person through
     no wrongful act.

7.3  "Effective Date" means the first day of the initial term of this Agreement.

7.4  The term "Products for which NCR or RSG or CSG has design ownership"
     (whether capitalized or not) or similar forms shall mean Products for which
     NCR has provided the engineering design to Solectron other than pursuant to
     the Asset Purchase Agreement between the parties dated April 1, 1998
     despite the actual owner of the intellectual property in the design.  The
     term "Products for which Solectron has design ownership" (whether
     capitalized or not) or similar forms shall mean Products for which
     Solectron has engineering design responsibility, despite the actual owner
     of the intellectual property in the design.  The foregoing definitions of
     "Products for which Solectron has 

                                     Page 8
<PAGE>
 
     design ownership" includes, but is not limited to, Entry Level Computers
     designed by NCR's engineering team before the Effective Date of this
     Agreement.

                                     Page 9
<PAGE>
 
                                   ARTICLE II

                                      OEM

                               TABLE OF CONTENTS
                               -----------------


                                                                            
1.  BACKGROUND................................................................  11
    1.1  Scope................................................................  11
    1.2  Leading Technology...................................................  11
    1.3  Commitment...........................................................  11
    1.4  Exceptions...........................................................  11
    1.5  Right of First Negotiation...........................................  11
2.  DEFINITIONS...............................................................  11
3.  FORECAST/ORDER PLACEMENT/FLEXIBILITY......................................  12
4.  PRICES....................................................................  12
5.  SERVICE SUPPORT REQUIREMENTS..............................................  12
6.  LEAD TIME, DELIVERY, AND PAYMENT..........................................  12
7.  TAXES.....................................................................  14
8.  QUALITY...................................................................  14
9.  LICENSE OF SOFTWARE AND DOCUMENTATION.....................................  14
10. OTHER OBLIGATIONS.........................................................  15
    10.1  New Products........................................................  15
    10.2  Service Level Agreement.............................................  15
    10.3  Leading Edge Procurement............................................  15
    10.4  Executive Reviews...................................................  15
11. WARRANTY AND PRODUCT LIABILITY............................................  15
    11.1  General Warranty....................................................  15
    11.2  DOA.................................................................  16
    11.3  Services............................................................  16
    11.4  Safety and Regulatory Agency Requirements...........................  16
    11.5  Epidemic Failures...................................................  16
    11.6  Indemnification.....................................................  16
    11.7  Contribution........................................................  16
    11.8  Insurance...........................................................  16
    11.9  Year 2000...........................................................  17
12. INDEMNIFICATION FOR INFRINGEMENT..........................................  17
13. TERM AND TERMINATION......................................................  17
14. MANUFACTURING LICENSE.....................................................  18


                                    Page 10
<PAGE>
 
1.   BACKGROUND

1.1  Scope. NCR is in the business of producing, marketing, and integrating
     -----
     data processing systems and related equipment, software, supplies and
     services. Solectron provides products and services related to the business
     of NCR and, subject to the terms and conditions set forth herein, agrees to
     sell or license its Products and Parts to NCR for either NCR's internal use
     or NCR's resale or license to NCR's customers. NCR will at its option
     procure Product from Solectron which may or may not be resold under NCR's
     logo. From time to time, the parties may agree to additional products or
     features that will be defined by their specifications and acknowledged and
     added to this Agreement through the new product/feature process set out in
     Exhibit F.
      
1.2  Leading Technology. The parties intend that NCR shall be a leading edge
     ------------------
     supplier of computer products. To this end, subject to any confidentiality
     agreements Solectron may have, Solectron will both inform and provide a
     commercially reasonable opportunity for acquisition of new and emerging
     Solectron and industry technology. At a minimum NCR will be informed by
     Solectron at least on a concurrent basis with Solectron's other OEM
     customers in the same or similar markets of such emerging Solectron or
     industry technology.

1.3  Commitment. [ ]

1.4  Exceptions. The commitment in Section 1.3 of Article II does not [ ]

1.5  Right of First Negotiation.  Subject to NCR's current agreements, NCR shall
     --------------------------                                                 
     provide Solectron with a twenty (20) day right of first negotiation for any
     future terminals, network computers, or mass storage subsystems which
     Solectron has the capability to provide.


2.   DEFINITIONS

2.1  "Entry Level Computers" shall mean general purpose personal computers and
     server computers which use up to 4 microprocessors and have a mass storage
     device such as a hard disk drive or a removable disk drive and are for
     resale to end users under NCR's brand name. Entry Level Computers do not
     include terminals, network computers, mass storage subsystems, parts, or
     computers specifically identified by an NCR customer.

2.2  "Forecast" - A non-binding, administrative document setting forth the
     anticipated requirements for Products or Parts during a specific time frame
     of 9 months, used to facilitate the placement of individual Purchase
     Orders.   Forecasts are not Orders.

2.3  "Master Purchase Order" or "MPO" - NCR's purchase authorization to
     Solectron for Products, Parts or services under this Agreement in
     preparation of the receipt of Purchase Orders. It is understood that MPO's
     are for planning and administrative purposes and are not Purchase Orders.

2.4  "Part" - Any component, subassembly, field replaceable unit, or other
     module of the Product sold under this Agreement.

2.5  "Product" - An item, including Solectron's standard products, services and
     Software, as described in the Specifications attached to Exhibit A,
     including any and all modifications, changes and improvements made during
     the term of this Agreement.

                                    Page 11
<PAGE>
 
2.6  Purchase Order", "Sales Order" or "Order"  - A document issued by NCR for
     the purpose of ordering specific Products or Parts pursuant to this
     Agreement. Purchase Orders, Sales Orders or Orders may include an NCR
     Purchase Order Form, an NCR Release Order Form written against an MPO, or a
     defined Electronic Data Interface (EDI) Order transmission as defined by
     the Solectron and NCR in an EDI Agreement attached as Exhibit G.  The only
     parts of a Purchase Order that become part of this Agreement are the
     quantity, price, description, delivery date and delivery terms.

2.7  "Software"  - Versions of computer programs including software or firmware.

2.8  "Specifications" - The specifications for the Product attached hereto as
     Exhibit A, including any and all modifications, amendments or changes
     thereto made pursuant to this Agreement.

3.   FORECAST/ORDER PLACEMENT/FLEXIBILITY

     Provisions related to Forecasts, Order placement and flexibility are set
     forth in Exhibit B.

4.   PRICES

4.1  [ ]

4.2  Pricing. Pricing will be determined as indicated in Exhibit B of this
     -------                                                              
     Agreement.

4.3  Cost Reductions.  Solectron will continue throughout the term of this
     ---------------                                                      
     Agreement to reduce costs for all Products and Parts.  All cost reductions
     will be shared in accordance with Exhibit B.

5.   SERVICE SUPPORT REQUIREMENTS.

     Solectron will provide Product support in accordance with Exhibit D.

6.   LEAD TIME, DELIVERY AND PAYMENT

6.1  Lead Time for Products and Parts.  Purchase Orders will be placed in
     --------------------------------                                    
     advance of the required delivery date, allowing for the lead time specified
     in Exhibit C, unless a shorter lead time is mutually agreed to in a
     specific Order.

6.2  Shipment.  All Products and regular Orders for Parts purchased under this
     --------                                                                 
     Agreement will be sold "ex-works" at each Solectron plant and made
     available for pick up by carriers designated by NCR in the Purchase Order.
     NCR shall pay the freight carrier directly.  [ ]  Solectron will notify NCR
     prior to shipping a partial quantity of a particular Order of Products or
     Parts. [  ]

6.3  Delivery Timing.  NCR and Solectron will work together to ensure maximum
     ---------------                                                         
     order delivery flexibility.  A maximum of 3 days early and 0 days late
     shall be allowed for all deliveries, unless NCR specifically requests other
     delivery terms.  Provided NCR is not the sole cause of any delay, if
     Solectron is unable, for any reason, to supply any portion of NCR's
     requirements of the Products or Parts as established by Purchase Orders,
     such portion will be considered to have been purchased from Solectron for
     purposes of determining price when price is based on Product or Part
     quantity purchased by NCR.  

                                    Page 12
<PAGE>
 
     This will not, however, limit any other remedy to which NCR may be entitled
     on account of Solectron's inability to supply NCR's requirements.

6.4  Title and Risk of Loss.  Title, risk of loss and damage will pass from
     ----------------------                                                
     Solectron to NCR upon receipt of Products and Parts from Solectron by NCR's
     selected common carrier at the designated Solectron plant (i.e. Duluth, GA,
     W. Columbia, SC, Dublin, Ireland, or other designated Solectron
     manufacturing facilities) or when delivered to NCR's representative.

6.5  Payment.  Payment for all Orders will be [  ] from the date of NCR's
     -------                                                             
     receipt of a proper EDI invoice.  Solectron will not invoice NCR prior to
     the shipping of the relevant Product or Parts. All prices and payments will
     be in US Dollars.  Solectron's invoices shall contain the following
     information: a) NCR's Purchase Order numbers; b) NCR's Product I.D., part
     number or other relevant number; c) a description of the items shipped; d)
     the quantity of items shipped; e) the unit and extended price applicable
     thereto; and f) Solectron's serial number if applicable.  Payment to
     Solectron will be made by wire transfer including remittance information or
     other electronic means selected by NCR to an account as Solectron notifies
     NCR from time to time.

6.6  Shipping. NCR may provide shipping information electronically.  Solectron
     --------                                                                 
     will meet the following shipping requirements unless NCR requests
     otherwise:

          a)  Ship the material complete unless otherwise instructed.

          b)  Ship all Products, Parts, and other items in accordance with "ex-
              works" terms.

          c)  Initiate shipments in accordance with routing instructions given
              by NCR.

          d)  Enclose a packaging memorandum with each shipment and, when more
              than one package is shipped, identify the package containing the
              memorandum.

          e)  Mark the Purchase Order number on all packages and shipping
              papers.
              
          f)  Mark with the NCR part number.

          g)  Mark the NCR freight account code on the bill of lading for truck
              shipments, or in the shipper's reference field on the air waybill,
              or in the reference field for UPS or RPS shipments.

          h)  All shipments are to be consolidated via the same mode on any one
              day to one consignment address under one bill of lading.

          i)  Include specific shipping instructions for spare parts as
              specified in Exhibit D.

6.7  Failure to Comply.  If Solectron fails to comply with the terms of the
     -----------------                                                     
     agreed to shipping instructions, Solectron authorizes NCR to charge back
     any increased shipping costs incurred by NCR as a result of  Solectron's
     noncompliance plus an administrative fee of twenty dollars ($20) for each
     shipment which is not in compliance.  NCR will provide Solectron with
     detailed shipping charges incurred by NCR as a result of Solectron's
     noncompliance.

6.8  Classification.  Each company agrees to determine Harmonized Tariff and
     --------------                                                         
     Export Control Classification Number data for each Product or Part that it
     designs, designs and manufactures, or procures from another vendor, and
     subsequently delivers to the other company.  Upon request, each company
     will provide the other with all available 

                                    Page 13
<PAGE>
 
     information and assistance to permit an independent classification of the
     Product or Part.

6.9  Export Documentation.  NCR will be responsible for the preparation of all
     ---------------------                                                    
     shipping documents required to support the export of Products and Parts,
     including the export (commercial) invoice, SLI/SED, air/ocean waybills and
     Certificate of Origin.  Solectron will be responsible for completing any
     documents required to convey Products and Parts to NCR's designated carrier
     and/or courier.

7.   TAXES.

     Unless otherwise stated, Product and Part prices do not include applicable
     federal, state or local sales, use, property, excise, value added or
     similar taxes that may be levied upon Solectron as a result of sale or
     delivery of any Product or Part under this Agreement.  All such taxes will
     be assumed and paid by NCR except any taxes refundable to or creditable by
     Solectron.  If a resale certificate or other document is required in order
     to exempt the sale of Products or Parts from taxes, NCR will furnish
     Solectron with appropriate documentation at Solectron's request.  If
     Solectron pays any such taxes at NCR's request, NCR will reimburse
     Solectron upon being appropriately invoiced for the exact amount of such
     taxes and being provided with documentation which will allow NCR to claim a
     credit for such taxes.  Solectron shall be responsible for all taxes based
     upon its personal property ownership and gross or net income.

8.   QUALITY

     Solectron will use data driven processes based on continuous improvement
     and defect prevention with a goal of delivering defect free Products, Parts
     and services to NCR and its customers.  Solectron will implement all
     quality processes that will contribute to meeting the quality and
     reliability requirements defined in Exhibit C.

9.   LICENSE OF SOFTWARE AND DOCUMENTATION

9.1  Software.  As to Software authored by Solectron (the "Solectron Software")
     ---------                                                                 
     which may be provided separately or with the Product(s), Solectron hereby
     grants to NCR and its software reproducer a perpetual, worldwide, non-
     exclusive, non-transferable, royalty-free license to resell and reproduce
     copies of the Software for distribution for use with the Products and
     Parts.  NCR will license the Solectron Software to its customers pursuant
     to NCR's standard terms and conditions.  Solectron grants to NCR a
     perpetual, worldwide, non-exclusive, royalty-free license to use
     Solectron's trademarks and tradenames on or in connection with the
     Solectron Software copies made under this Agreement.  NCR agrees to take
     such reasonable steps as may be necessary to preserve copyrights to the
     Software and Software documentation.  Solectron also agrees to use its
     commercially reasonable efforts to procure for NCR and its software
     reproducer, a similar license to Software supplied to NCR by Solectron in
     connection with the Products which Software is not authored by Solectron
     and will notify NCR if Solectron is unable to procure such a license.

9.2  Documentation.  Solectron will provide documentation and marketing
     --------------                                                    
     materials set out in Exhibit A ("Documentation").  Solectron will deliver
     the Documentation in electronic format.  NCR may order copies of
     Documentation which Solectron specifies as orderable under the same terms
     as Products.  Solectron hereby grants to NCR and its designated
     Documentation reproducer a perpetual, worldwide, non-exclusive, non-

                                    Page 14
<PAGE>
 
     transferable, royalty-free license to reproduce, distribute, perform and
     display copies and create derivative works of the Documentation for use
     with the Products and Parts.  The foregoing includes any medium such as
     Internet access (FTP, WWW) and CD-ROM.

9.3  NCR or Third Party Software.  Solectron will comply with the provisions of
     ---------------------------                                               
     Exhibit H with respect to any software provided to Solectron by NCR or a
     third party.  Solectron shall also reimburse NCR for any penalties, late
     fees, finance charges or other payments NCR must make to the extent such
     payments are caused by Solectron failure to comply with this Section.

10.  OTHER OBLIGATIONS

10.1 New Products  If Solectron acquires or develops a type of product which is
     ------------                                                              
     like the Product, or performs a similar function, or would obsolete the
     Product due to new technology, Solectron will give NCR notice as soon as
     reasonably possible with a target of at least 180 days prior to the release
     of a new product and furnish NCR with the specifications and other
     pertinent information and, at the request of NCR, arrange an engineering
     evaluation of the product immediately upon the availability of a working
     model.  Solectron's provision of such information shall be subject to any
     confidentiality and non-disclosure agreements Solectron may have entered.
     At its option, NCR may elect to substitute the new product for the Product
     under this Agreement at a price mutually agreeable between the parties
     consistent with the pricing model indicated in Exhibit B of this Agreement.
     The new product will thereafter be considered the Product under the terms
     and conditions of this Agreement as if initially included.  However,
     Solectron will continue to make Parts available for the original Product,
     as required under Section 5.0 of Exhibit D.

10.2 Service Level Agreement. The parties will adhere to the service level
     -----------------------                                              
     agreement set out in Exhibit F which describes requirements, measurements,
     and activities needed to deliver, release and support Products.

10.3 Leading Edge Procurement.  NCR and Solectron will proactively seek
     ------------------------                                          
     opportunities to implement leading edge procurement processes such as
     demand pull, vendor managed inventory, electronic data interchange, etc.
     Prior to implementation, the specific details of such processes shall be
     documented and added as an exhibit to this Agreement.  Solectron is to
     proactively pursue similar activities with its suppliers.

10.4 Executive Reviews.  In addition to other meetings called for in this
     -----------------                                                   
     Agreement, senior management from NCR and Solectron will meet quarterly for
     executive reviews to discuss the status of the relationship as well as
     strategic and  other important issues.

11.  WARRANTY AND PRODUCT LIABILITY

11.1 General Warranty.  Solectron warrants that all Products manufactured or
     ----------------                                                       
     supplied herein will [  ]. Claims for Products not complying with the above
     warranty will be submitted by NCR [  ]. For Parts and Software, Solectron
     will [  ].  For Parts and Software, Solectron will [  ]  Furthermore,
     Solectron warrants that [  ].  Solectron will [  ]  Solectron will [  ] The
     warranty set forth above is [  ] This warranty shall not apply to [  ]
     EXCEPT AS SET FORTH IN THIS AGREEMENT, SOLECTRON MAKES NO WARRANTIES,
     WHETHER EXPRESS OR IMPLIED, OR STATUTORY REGARDING 

                                    Page 15
<PAGE>
 
     OR RELATING TO THE PRODUCTS, PARTS, SOFTWARE OR DOCUMENTATION, OR ANY
     MATERIALS OR SERVICES PROVIDED TO NCR UNDER THIS AGREEMENT. SOLECTRON
     SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR
     PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PRODUCTS, PARTS, SOFTWARE,
     DOCUMENTATION, AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO
     THE USE OF ANY OF THE FOREGOING.

11.2 DOA.  If a Product or Part [  ], Solectron will[  ].  NCR will [  ].
     ---                                                                  
     Solectron will []

11.3 Services.  Solectron will perform services by properly trained personnel
     --------                                                                
     with care appropriate to ensure world class execution.

11.4 Safety and Regulatory Agency Requirements.  Solectron warrants that all
     -----------------------------------------                              
     Products, Parts and packaging material will comply with all applicable
     country (as indicated by NCR in writing or in Exhibit E-1), federal, state
     and other governmental regulations in effect at the time of manufacture
     (including without limitation and similar regulations concerning safety,
     EMI and equipment labeling). Products and Parts will be listed or certified
     by a nationally recognized testing laboratory with Solectron's name,
     Solectron's trade name, Solectron's trademark and file number.  Additional
     Product specific safety and regulatory requirements may be indicated in the
     Product Specifications.  Solectron will promptly repair or replace, at its
     option and expense, non-complying Products or Parts, at the end user site,
     or alternately, will pay NCR its costs of remedying the non-compliance at
     the end user site.  Any shipment of non-complying Products or Parts by NCR
     to Solectron, and the return shipment of repaired or replacement Products
     or Parts by Solectron to NCR under this Section 11.4, will be at
     Solectron's expense.  NCR will take title to replacement Products and Parts
     at the Solectron facility that are intended for export and arrange for
     their shipment to the end-user site.

11.5 Epidemic Failures.  An Epidemic Failure is defined as [ ]. Solectron
     -----------------                                                   
     provides [  ].  Solectron will [  ]. Solectron will [  ].  In the event of
     a claim of epidemic failure, [  ].  Solectron will [  ].  The parties agree
     that in the event of an Epidemic Failure regarding software, [  ].
     Solectron shall [  ].

11.6 Indemnification.  [  ]
     ---------------       

11.7 Contribution. Nothing in this Agreement [  ]
     ------------                                

11.8 Insurance. Solectron will maintain, at its expense, General Liability
     ---------                                                            
     insurance including but not limited to Premises Operations,
     Products/Completed Operations, Contractual Liability, Independent
     Contractors, Broad Form Property Damage and Personal/Advertising Injury
     with minimum limits of US[  ] combined single limit per occurrence,
     Excess/Umbrella Liability insurance with minimum limits of US[  ] per
     occurrence.  The insurance will a) name NCR as an additional insured; b)
     carry an endorsement that the insurance will be primary; c) if coverage is
     on a "Claims Made" form, then a policy must be maintained during the term
     of this Agreement and for a period of [  ] thereafter.  Solectron will
     also, maintain, at its expense, Workers' Compensation/Employer's Liability
     insurance with statutory limits.  Each insurance policy required by this
     agreement shall be issued by an insurance carrier with an  A.M. Best rating
     of "A-" or better and shall be kept in force throughout performance of the
     services required by this Agreement.  Certificates of insurance showing
     compliance with these 

                                    Page 16
<PAGE>
 
     requirements will be furnished by Solectron prior to the signing of this
     Agreement and sent to: NCR, Corp., Risk Management Department, 1700 S.
     Patterson Blvd. WHQ-3E, Dayton, OH 45479. Certificates will state that the
     policy or policies have been issued and are in force, will not expire or
     lapse, and will not be canceled or changed so as to affect the insurance
     described in he certificate. Compliance or non-compliance with the
     requirements of this Section shall not relieve Solectron from any
     responsibility to indemnify NCR or its liability to NCR as specified in any
     other provision of this Agreement. Indemnity obligations specified
     elsewhere in this Agreement shall not be negated or reduced by virtue of
     any insurance carrier's denial of insurance coverage for the occurrence or
     event which is the subject matter of the claim; or refusal to defend any
     named insured.

11.9 Year 2000.  Solectron warrants that all Solectron Software will fully
     ---------                                                            
     comply with the "NCR Year 2000 Qualification Requirements Definition,"
     attached as Exhibit I.  At NCR's request, Solectron will provide evidence
     demonstrating adequate testing of the Products to assure compliance with
     the Definition. Solectron acknowledges that NCR may make similar warranties
     to its resellers, distributors, end users or other customers in reliance
     upon the foregoing.  Solectron agrees to defend, indemnify, and hold NCR
     harmless from and against any demand or claim made by any third party
     (including but not limited to NCR's resellers distributors, end users or
     other customers) directly or indirectly alleging a Product's failure to
     comply with the warranty contained herein.  [  ]

12.  INDEMNIFICATION FOR INFRINGEMENT

12.1 IP Indemnification by Solectron.  Solectron will [ ]. This Section states
     -------------------------------                                          
     Solectron's entire liability for infringement of patents, copyrights, trade
     secrets, and other intellectual property rights.  For the purpose of this
     Section, [  ]

12.2 Parts Indemnification.  Solectron also agrees to [  ]. Solectron will [  ]
     ----------------------                                                    

12.3 IP Indemnification by NCR.  If an actual or threatened claim of
     -------------------------                                      
     infringement of intellectual property rights is asserted against Solectron
     or its Affiliates due to [  ], NCR will [  ]. Except as expressly set out
     in another written agreement signed by both parties, this Section states
     NCR's entire liability for infringement of patents, copyrights, trade
     secrets, and other intellectual property rights with respect to any
     products.

13.  TERM AND TERMINATION

13.1 Unless earlier terminated under any other provision of this Agreement,
     this Agreement will continue for an initial term as set out on the first
     page of this Agreement and, after that, will automatically continue in
     force until NCR or  Solectron gives 180 days notice of termination, or
     unless earlier terminated under any other provision of this Agreement.

13.2 Either party may terminate this Agreement upon 60 days prior written
     notice to the other party for failure of the other party to fulfill any of
     its material obligations, including failure due to causes specified in
     Section 5.3 of Article I; unless during such 60 day period the other party
     remedies the failure, in which case this Agreement will continue in effect
     as if the failure had not occurred.  Termination of this Agreement by
     either Solectron or NCR under this Section  will not prejudice or otherwise
     affect any manufacturing license to which NCR may be entitled.  Termination
     of this Agreement by either party will not prejudice it or the other party
     to recover any money amounts or require performance of any obligations due
     at the time of the termination.

                                    Page 17
<PAGE>
 
13.3 The following Sections will survive termination of this Agreement:
     Sections 1, 3, 4, 5.4, 5.9, 5.10, 5.11, 5.16 of Article I; Sections 1.1, 5,
     9, 11, 12, 13.4, of Article II; the intellectual property provisions of
     Section 1.3 of Article II; and the continuation engineering portions of
     Exhibit F.

13.4 In the event of termination or expiration of this Agreement, or in the
     event NCR decides, subject to Section 1.3 of Article II  to transfer
     manufacturing of a Product or Part to another person, Solectron will use
     reasonable efforts to efficiently transition the manufacture of Products or
     Parts to the other person.  Solectron will bear its own costs of such
     transition except in the event of expiration of this Agreement or
     termination of this Agreement by Solectron for NCR's breach in which case
     NCR will pay for Solectron's reasonable out of pocket costs for
     transitioning the manufacture of Products or Parts to such other person.
     Solectron will deliver to NCR and grant NCR the worldwide, perpetual,
     royalty free right to copy, use, and create derivative works from the
     tooling and manufacturing test software used in production of the Products
     or Parts solely for the purpose of manufacturing and supporting products
     and parts that NCR will sell; provided that Solectron will have no
     obligation to provide any manufacturing test software which was developed
     by Solectron for use with the manufacture of products other than the
     Products and Parts.  Solectron will grant NCR license to copy, use, and
     create derivative works from such non NCR specific manufacturing test
     software solely for the purpose of manufacturing and supporting products
     and parts that NCR will sell for a reasonable royalty taking into account
     any value that NCR has previously provided. NCR may exercise the foregoing
     licenses directly or have another person exercise them on its behalf.  In
     addition, if NCR requests Solectron to consult with it or its manufacturer
     on questions related to the manufacturing of Products or Parts, Solectron
     will provide such consultation on a reasonable time and materials basis.

14.  MANUFACTURING LICENSE

     In the event that NCR desires to manufacture any Product or Part through
     one of its subsidiaries due to regional deployment or volume constraint,
     the parties will negotiate in good faith a site specific licensing
     agreement to be amended to this Agreement. NCR agrees to provide to
     Solectron opportunity to bid for a period of 30 days for manufacturing such
     Products or Parts.  If the Agreement is terminated by NCR due to
     Solectron's material breach of this Agreement or if Solectron discontinues
     the manufacture or marketing of the Product or Part, or is unable to supply
     NCR with NCR's reasonable requirements of Products or Parts ordered,
     Solectron will promptly grant a non-exclusive, world-wide license to NCR
     and provide all relevant information so that NCR may use, modify, copy,
     sell, distribute, manufacture, or have manufactured, Solectron's Products
     or Parts for the sole purpose of supplying Products or Parts to NCR's
     resellers, distributors, end users, or other customers.  Such license shall
     apply only to Products and Part models that were purchased during the
     initial term of this Agreement. Such license shall apply only to Products
     and Part models that were purchased during the initial term of this
     Agreement.

                                    Page 18
<PAGE>
 
                                  ARTICLE III

                             Manufacturing Services


                               TABLE OF CONTENTS
                               -----------------


                                                                            
1.  BACKGROUND................................................................ 20
    1.1  Scope................................................................ 20
    1.2  Leading Technology................................................... 20
    1.3  Commitment........................................................... 20
    1.4  Exceptions........................................................... 20
2. DEFINITIONS................................................................ 20
3.  FORECAST/ORDER PLACEMENT/FLEXIBILITY...................................... 21
4.  PRICES.................................................................... 21
5.  LEAD TIME, DELIVERY, AND PAYMENT.......................................... 21
6.  LICENSE OF SOFTWARE AND DOCUMENTATION..................................... 23
7.  SERVICE SUPPORT REQUIREMENTS; EMERGENCY SPARE PARTS....................... 24
8.  TAXES..................................................................... 24
9.  QUALITY................................................................... 24
10.  WARRANTY................................................................. 24
    10.1  General Warranty.................................................... 24
    10.2  DOA................................................................. 24
    10.3  Services............................................................ 24
    10.4  Safety and Regulatory Agency Requirements........................... 24
    10.5  Year 2000........................................................... 25
    10.6  Epidemic Failures................................................... 25
11.  SPECIFICATION, ENGINEERING AND OTHER CHANGES............................. 25
12.  INDEMNIFICATION.......................................................... 26
    12.1  IP Indemnification by Solectron..................................... 26
    12.2  Parts Indemnification............................................... 26
    12.3  IP Indemnification by NCR........................................... 26
    12.4  Litigation by Others................................................ 26
    12.5  Insurance........................................................... 26
13.  OTHER OBLIGATIONS........................................................ 27
    13.1  Service Level Agreement............................................. 27
    13.2  Leading Edge Procurement............................................ 27
    13.3  Executive Reviews................................................... 27
14.  TERM AND TERMINATION..................................................... 27


                                    Page 19
<PAGE>
 
1.   BACKGROUND

1.1  Scope. NCR is in the business of producing, marketing, and integrating data
     -----
     processing systems and related equipment, software, supplies and services.
     Solectron provides manufacturing and other services related to the business
     of NCR and, subject to the terms and conditions set forth herein, agrees to
     sell or license its Products and Parts it has manufactured on behalf of NCR
     to NCR for either NCR's internal use or NCR's resale or license to NCR's
     customers. NCR will at its option procure Product from Solectron which may
     or may not be resold under NCR's logo. From time to time, the parties may
     agree to additional products or features that will be defined by their
     specifications and acknowledged and added to this Agreement through the new
     product/feature process set out in Exhibit F. The parties may agree from
     time to time to additional services that Solectron will perform for NCR.
     Such additional services may be added by an amendment to this Agreement or
     by execution of a separate agreement. Solectron shall have no right to sell
     any Products or NCR designed Parts covered by this Article III to anyone
     other than at NCR explicit direction.

1.2  Leading Technology. The parties intend that NCR shall be a leading edge
     ------------------
     supplier of information technology products. To this end Solectron will
     both inform and provide a commercially reasonable opportunity for
     acquisition of new and emerging Solectron and industry technology and
     manufacturing capabilities. At a minimum NCR will be informed by Solectron
     at least on a concurrent basis with Solectron's other OEM customers in the
     same or similar markets of such emerging Solectron or industry technology
     or manufacturing capabilities.

1.3  Commitment.  [  ]
     ----------

1.4  Exceptions.  The commitment in Section 1.3 of Article III does not [  ]
     ----------

2.   DEFINITIONS

2.1  "Committed Ship Date" ("CSD") - The date Solectron agrees to deliver to a
     factory an order release or replenishment signal.
     
2.2  [  ]

2.3  "Desired Receipt Date" ("DRD") - The date NCR requests in an Order or
     Release Order that Products or parts be delivered to NCR.

2.4  "Forecast" - A planning tool which expresses NCR's estimated Product
     demand, typically in weekly and/or monthly buckets, spanning a minimum of 9
     months.  It is understood that the Forecast is for planning and
     administrative purposes only, and that NCR will have no obligation to
     purchase any or all of the Products or parts identified in an NCR Forecast,
     except as otherwise provided herein.

2.5  "Lead Time" - The number of calendar days measured from the time Solectron
     receives an Order and/or sends a replenishment signal until Solectron ships
     the Product.

2.6  [  ]

                                    Page 20
<PAGE>
 
2.7  "Master Purchase Order" or "MPO" - NCR's purchase authorization to
     Solectron for Products, Parts or services under this Agreement in
     preparation of the receipt of Purchase Orders. It is understood that MPO's
     are for planning and administrative purposes and are not Purchase Orders.

2.8  "Part" - Any component, subassembly, field replaceable unit, or other
     module of the Product sold under this Agreement.

2.9  "Product" - Any finished assembly, subassembly or module built by Solectron
     under this Agreement according to NCR Specifications.

2.10 "Purchase Order", "Sales Order" or "Order" - A document issued by NCR for
     the purpose of ordering Product or Parts pursuant to this Agreement.
     Purchase Orders, Sales Orders or Orders may include an NCR Purchase Order
     Form, an NCR Release Order Form written against an MPO, or a defined
     Electronic Data Interface (EDI) Order transmissions as defined by Solectron
     and NCR in an EDI Agreement attached as Exhibit G.

2.11 "Release Order" - A firm Order written against and referencing an existing
     MPO.  A Release Order may also take the form of an Electronic Data
     Interface (EDI) Order transmissions as defined by Solectron and NCR in an
     EDI Agreement attached as Exhibit G.

2.12 "Specifications" - NCR provided prototypes, engineering drawings, diagrams
     and other documentation specific to a particular Product as amended from
     time to time.

2.13 "Software" - Versions of computer programs including software or firmware.

3.   FORECAST/ORDER PLACEMENT/FLEXIBILITY

     Provisions related to Forecasts, Order placement and flexibility are set
     forth in Exhibit B.

4.   PRICES

4.1  [  ]

4.2  Pricing. Pricing will be determined as indicated in Exhibit B of this
     -------                                                              
     Agreement.

4.3  Cost Reductions.  Solectron will continue throughout the term of this
     ---------------                                                      
     Agreement to reduce costs for all Products and Parts.  All cost reductions
     will be shared in accordance with Exhibit B.

5.   LEAD TIME, DELIVERY, AND PAYMENT

5.1  Lead-time. Purchase Orders will be received by Solectron in advance of the
     ----------                                                                
     required delivery date, allowing for the lead time specified in Exhibit C,
     unless a shorter lead time is mutually agreed to in a specific Order.

5.2  Shipment.  All Products and regular Orders for Parts purchased under this
     --------                                                                 
     Agreement will be sold "ex-works" at each Solectron plant and made
     available for pick up by carriers designated by NCR in the Purchase Order.
     NCR shall pay the freight carrier directly. [  ]  

                                    Page 21
<PAGE>
 
     Solectron will notify NCR prior to shipping a partial quantity of a
     particular Order of Products or Parts. [ ]

5.3  Delivery Timing.  NCR and Solectron will work together to ensure maximum
     ---------------                                                         
     order delivery flexibility.  A maximum of 3 days early and 0 days late
     shall be allowed for all deliveries, unless NCR specifically requests other
     delivery terms.  Provided NCR is not the sole cause of any delay, if
     Solectron is unable, for any reason, to supply any portion of NCR's
     requirements of the Products or Parts as established by Purchase Orders,
     such portion will be considered to have been purchased from Solectron for
     purposes of determining price when price is based on Product or Part
     quantity purchased by NCR.  This will not, however, limit any other remedy
     to which NCR may be entitled on account of Solectron's inability to supply
     NCR's requirements.

5.4  Title and Risk of Loss.  Title, risk of loss and damage will pass from
     ----------------------                                                
     Solectron to NCR upon receipt of Products and Parts from Solectron by NCR's
     selected common carrier at the designated Solectron plant (i.e. Duluth, GA,
     W. Columbia, SC, Dublin, Ireland, or other designated Solectron
     manufacturing facilities) or when delivered to NCR's representative.

5.5  Payment.  Payment for all Orders will be [  ] from the date of NCR's
     -------                                                             
     receipt of a proper EDI invoice.  Solectron will not invoice NCR prior to
     the shipping of the relevant Product or Parts. All prices and payments will
     be in US Dollars.  Solectron's invoices shall contain the following
     information: a) NCR's Purchase Order numbers; b) NCR's Product I.D., part
     number or other relevant number; c) a description of the items shipped; d)
     the quantity of items shipped; e) the unit and extended price applicable
     thereto; and f) Solectron's serial number if applicable.  Payment to
     Solectron will be made by wire transfer including remittance information or
     other electronic means selected by NCR to the following account an account
     as Solectron notifies NCR from time to time.

5.6  Shipping. NCR may provide shipping information electronically.  Solectron
     --------                                                                 
     will meet the following shipping requirements unless NCR requests
     otherwise:

          a)  Ship the material complete unless otherwise instructed.

          b)  Ship all Products, Parts, and other items in accordance with "ex-
              works" terms.

          c)  Initiate shipments in accordance with routing instructions given
              by NCR.

          d)  Enclose a packaging memorandum with each shipment and, when more
              than one package is shipped, identify the package containing the
              memorandum.

          e)  Mark the Purchase Order number on all packages and shipping
              papers.
              
          f)  Mark with the NCR part number.

          g)  Mark the NCR freight account code on the bill of lading for truck
              shipments, or in the shipper's reference field on the air waybill,
              or in the reference field for UPS or RPS shipments.

          h)  All shipments are to be consolidated via the same mode on any one
              day to one consignment address under one bill of lading.

          i)  Include specific shipping instructions for spare parts as
              specified in Exhibit D.

                                    Page 22
<PAGE>
 
5.7  Failure to Comply.  If Solectron fails to comply with the terms of the
     -----------------                                                     
     agreed to shipping instructions, Solectron authorizes NCR to charge back
     any increased shipping costs incurred by NCR as a result of  Solectron's
     noncompliance plus an administrative fee of twenty dollars ($20) for each
     shipment which is not in compliance.  NCR will provide Solectron with
     detailed shipping charges incurred by NCR as a result of Solectron's
     noncompliance.

5.8  Classification.  Each company agrees to determine Harmonized Tariff and
     --------------                                                         
     Export Control Classification Number data for each Product or Part that it
     designs, designs and manufactures, or procures from another vendor, and
     subsequently delivers to the other company.  Upon request, each company
     will provide the other with all available information and assistance to
     permit an independent classification of the Product or Part.

5.9  Export Documentation.  NCR will be responsible for the preparation of all
     ---------------------                                                    
     shipping documents required to support the export of Products and Parts,
     including the export (commercial) invoice, SLI/SED, air/ocean waybills and
     Certificate of Origin.  Solectron will be responsible for completing any
     documents required to convey Products and Parts to NCR's designated carrier
     and/or courier.

6.   LICENSE OF SOFTWARE AND DOCUMENTATION

6.1  Software. As to Software authored by Solectron (the "Solectron Software")
     ---------                                                                
     which may be provided separately or with the Product(s), Solectron hereby
     grants to NCR and its software reproducer a perpetual, worldwide, non-
     exclusive, non-transferable, royalty-free license to resell and reproduce
     copies of the Solectron Software for distribution for use with the Products
     and Parts.  NCR will license the Software to its customers pursuant to
     NCR's standard terms and conditions.  Solectron grants to NCR a perpetual,
     worldwide, non-exclusive, royalty-free license to use Solectron's
     trademarks and trade names on or in connection with the Solectron Software
     copies made under this Agreement.  NCR agrees to take such reasonable steps
     as may be necessary to preserve copyrights to the Software and Software
     documentation. Solectron also agrees to use its commercially reasonable
     efforts to procure for NCR and its software reproducer, a similar license
     to Software supplied to NCR by Solectron in connection with the Products
     which Software is not authored by Solectron and will notify NCR if
     Solectron is unable to procure such a license.

6.2  Documentation.  Solectron will provide documentation and marketing
     --------------                                                    
     materials set out in Exhibit A ("Documentation").  Solectron will deliver
     the Documentation in electronic format.  NCR may order copies of
     Documentation which Solectron specifies as orderable under the same terms
     as Products.  Solectron hereby grants to NCR and its designated
     Documentation reproducer a perpetual, worldwide, non-exclusive, non-
     transferable, royalty-free license to reproduce, distribute, perform and
     display copies and create derivative works of the Documentation for use
     with the Products and Parts.  The foregoing includes any medium such as
     Internet access (FTP, WWW) and CD-ROM.

6.3  NCR or Third Party Software.  Solectron will comply with the provisions of
     ---------------------------                                               
     Exhibit H with respect to any software provided to Solectron by NCR or a
     third party.

                                    Page 23
<PAGE>
 
7.   SERVICE SUPPORT REQUIREMENTS; EMERGENCY SPARE PARTS

     Solectron will provide Product support in accordance with Exhibit D.

8.   TAXES

     Product prices do not include applicable federal, state or local sales,
     use, property, excise, or similar taxes that may be levied upon Solectron
     as a result of sale or delivery of any Product under this Agreement.  All
     such taxes will be assumed and paid by NCR except any taxes refundable or
     creditable to Solectron.  If a resale certificate or other document is
     required in order to exempt the sale of Products from taxes, NCR will
     furnish Solectron, at Solectron's request, with appropriate documentation
     prior to shipment by Solectron. If Solectron pays any such taxes at NCR's
     request, NCR will reimburse Solectron upon being appropriately invoiced for
     the exact amount of such taxes and being provided with documentation which
     will allow NCR to claim a credit for such taxes.  Solectron shall be
     responsible for all taxes based upon its personal property ownership and
     gross or net income.

9.   QUALITY

     Solectron will use data driven processes based on continuous improvement
     and defect prevention with a goal of delivering defect free Products, Parts
     and services to NCR and its customers.  Solectron will implement all
     quality processes that will contribute to meeting the quality and
     reliability requirements defined in Exhibits C.

10.  WARRANTY

10.1 General Warranty. Solectron warrants that all Products manufactured or
     ----------------                                                      
     supplied herein will [ ]. Claims for Products not complying with this
     warranty will be submitted by NCR [ ]. For Parts and Software, Solectron
     will [ ]. For Parts and Software, Solectron will [ ]. Furthermore,
     Solectron warrants that [ ]. Solectron will [ ]. Solectron will [ ]. The
     warranty set forth above is [ ]. This warranty shall not apply to [ ].
     EXCEPT AS SET FORTH IN THIS AGREEMENT, SOLECTRON MAKES NO WARRANTIES,
     WHETHER EXPRESS OR IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE
     PRODUCTS, PARTS, SOFTWARE OR DOCUMENTATION, OR ANY MATERIALS OR SERVICES
     PROVIDED TO NCR UNDER THIS AGREEMENT. SOLECTRON SPECIFICALLY DISCLAIMS ALL
     IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
     WITH RESPECT TO THE PRODUCTS, PARTS, SOFTWARE, DOCUMENTATION, AND SAID
     OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE
     FOREGOING.

10.2 DOA.  If a Product or Part [  ], Solectron will [  ]. NCR will [  ].
     ---                                                                 
     Solectron will [  ]

10.3 Services.  Solectron will perform services by properly trained personnel
     --------                                                                
     with care appropriate to ensure world class execution.

10.4 Safety and Regulatory Agency Requirements.  Solectron warrants that all
     ------------------------------------------                             
     Products, Parts and packaging material will comply with all applicable
     country (as indicated by NCR in writing or in Exhibit E-III), federal,
     state and other governmental regulations in effect at the time of
     manufacture (including without limitation and similar regulations
     concerning safety, EMI and equipment labeling). Products and Parts will be
     listed or 

                                    Page 24
<PAGE>
 
     certified by a nationally recognized testing laboratory with NCR's name,
     NCR's tradename, NCR's trademark and file number. Additional Product
     specific safety and regulatory requirements may be indicated in the Product
     Specifications. Solectron will promptly repair or replace, at its option
     and expense, non-complying Products or Parts, at the end user site, or
     alternately, will pay NCR its costs of remedying the non-compliance at the
     end user site. Any shipment of non-complying Products or Parts by NCR to
     Solectron, and the return shipment of repaired or replacement Products or
     Parts by Solectron to NCR under this Section, will be at Solectron's
     expense. NCR will take title to replacement Products and Parts at the
     Solectron facility that are intended for export and arrange for their
     shipment to the end-user site.

10.5 Year 2000.  Solectron warrants that all Solectron Software will fully
     ---------                                                            
     comply with the "NCR Year 2000 Qualification Requirements Definition,"
     attached as Exhibit I.  At NCR's request, Solectron will provide evidence
     demonstrating adequate testing of the Products to assure compliance with
     the Definition. Solectron acknowledges that NCR may make similar warranties
     to its resellers, distributors, end users or other customers in reliance
     upon the foregoing.  Solectron agrees to defend, indemnify, and hold NCR
     harmless from and against any demand or claim made by any third party
     (including but not limited to NCR's resellers distributors, end users or
     other customers) directly or indirectly alleging a Product's failure to
     comply with the warranty contained herein. [  ]

10.6 Epidemic Failures.  An Epidemic Failure is defined as [  ]. Solectron
     -----------------                                                    
     provides [  ].  Solectron will [  ]. Solectron will [  ].  In the event of
     a claim of epidemic failure, [  ].  Solectron will [  ].  The parties agree
     that in the event of an Epidemic Failure regarding software, [  ].
     Solectron shall [  ]

11.  SPECIFICATION, ENGINEERING AND OTHER CHANGES

11.1 NCR Changes.  The Specifications may only be amended by the NCR design
     -----------                                                           
     release process.  Prior to any change becoming effective, all Products
     shipped by Solectron to NCR will conform to the existing Specifications,
     unless NCR otherwise requests.  If any such change affects the price,
     delivery, quality or performance of said Product, an equitable adjustment
     will be negotiated between the parties prior to the implementation of the
     change.  After an agreed upon effective date between NCR and the Solectron
     site for implementing changes, all Products shipped by Solectron will
     conform to the changed Specifications.  Drawing corrections and minor
     changes which have no effect on form, fit, function or interchangeability
     will not be considered a change in the Specifications.

11.2 Solectron Changes.  Solectron must not make design, supplier, or component
     -----------------                                                         
     part changes to Product(s) manufactured for NCR without submitting a
     written Request for Change ("RFC") notice and NCR approving the changes and
     NCR will not unreasonable reject such changes.  NCR will review Solectron's
     RFC and shall consider the feasibility of all proposed changes.  Within the
     time frame set out in Exhibit F, NCR will furnish to Solectron a written
     response regarding the proposed changes, including its willingness to
     implement the change, and the time schedule required for implementation if
     appropriate.

11.3 Product Obsolescence and Phase Out.  Solectron will accept all service
     ----------------------------------                                    
     part Orders for new builds [  ] and the service repair costs shall be
     mutually agreed upon.  Solectron will 

                                    Page 25
<PAGE>
 
     provide NCR at least [ ] written notice prior to the termination within the
     [ ]. If during the [ ], Solectron has difficulty with production or repair
     of parts because of components becoming obsolete and Solectron has
     knowledge of component obsolescence, then Solectron will notify NCR at
     least [ ] prior to production termination. Prior to this production
     termination, NCR may develop a Forecast and make a final buy of the
     component parts so ongoing production or repairs may continue.

12.  INDEMNIFICATION

12.1 IP Indemnification by Solectron.  Solectron will [ ]. This Section states
     -------------------------------                                          
     Solectron's entire liability for infringement of patents, copyrights, trade
     secrets, and other intellectual property rights.

12.2 Parts Indemnification.  Solectron also agrees to [  ]. Solectron will [  ]
     ----------------------                                                    

12.3 IP Indemnification by NCR.  If an actual or threatened claim of
     -------------------------                                      
     infringement of intellectual property rights is asserted against Solectron
     due to [  ], NCR will [  ].  This Section states NCR's entire liability for
     infringement of patents, copyrights, trade secrets, and other intellectual
     property rights.

12.4 Litigation by Others.
     ---------------------

     12.4.1  Except for claims regarding intellectual property infringement
             covered in Sections 12.1 and 12.2 of this Agreement, [  ]

     12.4.2  [  ]

     12.4.3  [  ]

     12.4.4  For purposes of any arbitration conducted between NCR and Solectron
             with respect to [  ]

12.5 Insurance.  Solectron will maintain, at its expense, General Liability
     ---------                                                             
     insurance including but not limited to Premises Operations,
     Products/Completed Operations, Contractual Liability, Independent
     Contractors, Broad Form Property Damage and Personal/Advertising Injury
     with minimum limits of US[  ] combined single limit per occurrence,
     Excess/Umbrella Liability insurance with minimum limits of US[  ] per
     occurrence.  The insurance will a) name NCR as an additional insured; b)
     carry an endorsement that the insurance will be primary; c) if coverage is
     on a "Claims Made" form, then a policy must be maintained during the term
     of this Agreement and for a period of [  ] thereafter.  Solectron will
     also, maintain, at its expense, Workers' Compensation/Employer's Liability
     insurance with statutory limits.  Each insurance policy required by this
     agreement shall be issued by an insurance carrier with an  A.M. Best rating
     of "A-" or better and shall be kept in force throughout performance of the
     services required by this Agreement.  Certificates of insurance showing
     compliance with these requirements will be furnished by Solectron prior to
     the signing of this Agreement and sent to:  NCR, Corp., Risk Management
     Department, 1700 S. Patterson Blvd. WHQ-3E, Dayton, OH  45479.
     Certificates will state that the policy or policies have been issued and
     are in force, will not expire or lapse, and will not be canceled or changed
     so as to affect the insurance described in he certificate. Compliance or
     non-compliance with the requirements of this Section shall not relieve
     Solectron from any responsibility to indemnify NCR or its liability to NCR
     as specified in any other provision of this Agreement.  Indemnity
     obligations specified elsewhere in this Agreement shall not be 

                                    Page 26
<PAGE>
 
     negated or reduced by virtue of any insurance carrier's denial of insurance
     coverage for the occurrence or event which is the subject matter of the
     claim; or refusal to defend any named insured.

13.  OTHER OBLIGATIONS

13.1 Service Level Agreement. The parties will adhere to the service level
     -----------------------                                              
     agreement set out in Exhibit F which describes requirements, measurements,
     and activities needed to release and support the Products.

13.2 Leading Edge Procurement.  NCR and Solectron will proactively seek
     ------------------------                                          
     opportunities to implement leading edge procurement processes such as
     demand pull, consignment, electronic data interchange, etc.  Prior to
     implementation, the specific details of such processes shall be documented
     and added as an exhibit to this Agreement.  Solectron is to proactively
     pursue similar activities with its suppliers.

13.3 Executive Reviews  In addition to other meetings called for in this
     -----------------                                                  
     Agreement, senior management from NCR and Solectron will meet quarterly for
     executive reviews to discuss the status of the relationship as well as
     strategic and  other important issues.

14.  TERM AND TERMINATION

14.1 Unless earlier terminated under any other provision of this Agreement,
     this Agreement will continue for an initial term as set out on the first
     page of this Agreement and, after that, will be automatically continue in
     force until NCR or  Solectron gives 180 days notice of termination, or
     unless earlier terminated under any other provision of this Agreement.

14.2 Either party may terminate this Agreement upon 60 days prior written
     notice to the other party for failure of the other party to fulfill any of
     its material obligations, including failure due to causes specified in
     Section 5.3 of Article I; unless during such 60 day period the other party
     remedies the failure, in which case this Agreement will continue in effect
     as if the failure had not occurred.  Termination of this Agreement by
     either Solectron or NCR under this Section  will not prejudice or otherwise
     affect any manufacturing license to which NCR may be entitled.  Termination
     of this Agreement by either party will not prejudice it or the other party
     to recover any money amounts or require performance of any obligations due
     at the time of the termination.

14.3 The following Sections will survive termination of this Agreement:
     Sections 1, 3, 4, 5.4, 5.9, 5.10, 5.11, 5.16 of Article I; Sections 1.1, 6,
     7, 10, 12, 14.4, of Article III; and the continuation engineering portions
     of Exhibit F. 

14.4 In the event of termination or expiration of this Agreement, or in the
     event NCR decides, subject to Section 1.3 of Article III  to transfer
     manufacturing of a Product or Part to another person, Solectron will use
     reasonable efforts to efficiently transition the manufacture of Products or
     Parts to the other person.  Solectron will bear its own costs of such
     transition except in the event of expiration of this Agreement or
     termination of this Agreement by Solectron for NCR's breach in which case
     NCR will pay for Solectron's reasonable out of pocket costs for
     transitioning the manufacture of Products or Parts to such other person.
     Solectron will deliver to NCR and grant NCR the worldwide, perpetual,
     royalty free right to copy, use, and create derivative works from the
     tooling and manufacturing test software used in production of the Products
     or Parts 

                                    Page 27
<PAGE>
 
     solely for the purpose of manufacturing and supporting products and parts
     that NCR will sell; provided that Solectron will have no obligation to
     provide any manufacturing test software which was developed by Solectron
     for use with the manufacture of products other than the Products and Parts.
     Solectron will grant NCR license to copy, use, and create derivative works
     from such non NCR specific manufacturing test software solely for the
     purpose of manufacturing and supporting products and parts that NCR will
     sell for a reasonable royalty taking into account any value that NCR has
     previously provided. NCR may exercise the foregoing licenses directly or
     have another person exercise them on its behalf. In addition, if NCR
     requests Solectron to consult with it or its manufacturer on questions
     related to the manufacturing of Products or Parts, Solectron will provide
     such consultation on a reasonable time and materials basis.

                                    Page 28
<PAGE>
 
                                                                       EXHIBIT A
                                                                       ---------

                             PRODUCT SPECIFICATIONS
                             ----------------------


     This Exhibit specifies the products that are covered by the Agreement.
     This Exhibit is divided into three parts (A-I, A-II, A-III).


     Part A-I specifies [  ]


     Part A-II specifies [  ]


     Part A-III specifies [  ]

                                    Page 29
<PAGE>
 
     A-I  [  ]

     1.0  PRODUCT SPECIFICATIONS


     NCR will provide Solectron a New Product Specification for each NCR product
     or feature to be developed by Solectron.  The Product Specification will be
     comprised of one or more NCR produced documents that, in their entirety,
     provide the following required Product Information.



                                      [  ]

     2.0  PREFERRED SUPPLIER

     Solectron will [  ]

                                    Page 30
<PAGE>
 
     A-II [  ]


     In the event of any conflict between the terms of the Product CLASS
     Specification(s) listed in this Exhibit and the provisions contained in the
     Agreement, the terms of the Agreement shall prevail.


     THE FOLLOWING TABLE (SECTION 1) LISTS THE PRODUCTS THAT WILL BE ORDERABLE
     THROUGH SOLECTRON.  [  ]

                                    Page 31
<PAGE>
 
     A-III [  ]


     IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE PRODUCT CLASS
     SPECIFICATION(S) LISTED IN THIS EXHIBIT AND THE PROVISIONS CONTAINED IN THE
     AGREEMENT, THE TERMS OF THE AGREEMENT SHALL PREVAIL.


  The following tables (section 1) list the products that will be orderable
  through Solectron.  The lists are [  ]

                                    Page 32
<PAGE>
 
                                                                       EXHIBIT B
                                                                       ---------
                                                                                
 PRICING, LEADTIME, FLEXIBILITY, ORDER RESCHEDULING, CANCELLATION, AND RETURNED
                         EVALUATION EQUIPMENT SCHEDULE


     1.  PRODUCT and PART PRICING:

     Pricing for Orderable Products shall be established [  ] using  the formula
     below.  [  ].  The price will be [  ].  The pricing will [  ].

     The pricing formula is as follows:

     [  ]

     Affiliates.   If  Solectron uses any of its affiliates to provide products,
     board assemblies, sub-assemblies, upgrade kits and components or perform
     other services under this Agreement, Solectron will ensure:

     [  ]

     Columbia Lease. [  ]

     2.  DEFINITIONS:

     [  ]

     3.  [  ] REVIEWS:

     The NCR Cost Management Team will meet [  ] with the Solectron Cost
     Management Team to [  ]

     4.       [  ] REVIEWS:

     E. Solectron will provide [  ]

     5.  [  ]

     6.  [  ]

     7.  PRICING FOR MANUFACTURING SERVICES:

         [  ]


     8.  NCR Cost Improvement Commitments:

         [  ]

                                    Page 33
<PAGE>
 
     9.   [  ]


     10.  [  ]

     11.  PURCHASE ACTIVITY REPORTING
     To the extent the facilities acquired from NCR do so prior to the Effective
     Date, Solectron shall do the following:

     [  ]

     12.  LEADTIMES
     [  ]

     13.  RETURNED EVALUATION EQUIPMENT
     [  ]

     Equipment deliveries will adhere to Committed Ship Dates.  If the delivery
     is late, [  ]

     14.  [  ] PRICING:

          [  ]

     15.  CONTINUOUS IMPROVEMENTS

     All items listed in this Exhibit will be managed via a continuous
     improvement process.  The process to be used is the Supplier Value Add
     (SVA) process.  Solectron agrees to commit appropriate resources to
     facilitate this process.

                                    Page 34
<PAGE>
 
                                                                       EXHIBIT C
                                                                       ---------

                                    QUALITY
                                    -------

                               Quality Exhibit C


Table of Contents

Exhibit C1 - Quality
 1.0   Purpose
 2.0   Scope
 3.0   Terms and Definition
 4.0   Quality Performance Requirements
 5.0   Notification of Change
 6.0   RMA Requirements
 7.0   Formal Reviews and Audits
 8.0   Reliability Programs
 9.0   NCR Supplier Management Process
 10.0  Weights and Measures
 11.0  Laser Safety
 12.0  Supplier Responsibilities

Exhibit C2- Performance Requirements and Metrics
 1.0   Purpose
 2.0   Metrics
 3.0   NCR 1998 Balanced Scorecard Objectives
 
Exhibit C3 - Software Quality Assurance - Replication and Development
Installation Services
 1.0   Definitions
 2.0   Gold Drive Loads
 3.0   Records Keeping
 4.0   General
 5.0   Additional Support Requirements

Software Development or Modification of Existing Software Component
 1.0   Statements of Work
 2.0   Acceptance Testing
 3.0   Closed Loop Corrective Action
 4.0   Additional Support Requirements

                                    Page 35
<PAGE>
 
                              Exhibit C1--Quality
                              -------------------

                                        

     1.0  PURPOSE

       The purpose of Exhibit C1 (Quality) is to provide an overview of the
     quality requirements which are directly linked to the metrics defined in
     Exhibit C2 (Performance Requirements and Metrics).  Additional requirements
     may be indicated in each Product Specification as well as NCR's Business
     Level Agreement. The content of Exhibit C1 also establishes a mutual
     understanding of NCR's qualitative objectives.


     1.1  RESPONSIBILITY

     Solectron must provide quality data in to NCR each month for review
     maintaining  the same content and form that is currently in place. In the
     event that Solectron does not meet the requirements defined in Exhibit C2,
     immediate action must be taken to contain and correct all non-conformances.
     Solectron must submit a corrective action plan to NCR identifying all root
     causes and planned actions. NCR agrees to work with Solectron in a
     proactive manner to meet the stated goals. Solectron and NCR will work
     together to manually agree on ownership of expenses related to any non-
     conformances.


     2.0  SCOPE

     The parties commit to data driven processes based on continuous improvement
     and defect prevention with a goal of delivering defect free Products, Parts
     and Services to NCR and it's customers. This exhibit also establishes NCR's
     quality reporting requirements which will be used to measure Supplier
     performance against the requirements established in Exhibit C2. The intent
     is to establish Solectron's responsibilities for meeting NCR's quality /
     reliability goals and business objectives.


     3.0  TERMS AND DEFINITIONS

     3.1  Defective Product or Part.  A defective Product or Part is one that
     -------------------------------                                         
     does not meet applicable warranty, functionality or other specified
     requirements indicated in this Agreement, the Exhibits or the
     Specifications.

     3.2  Metrics.  Specific measures that will be used to assess Supplier
     -------------                                                        
     performance with the primary focus on [  ]

     3.7 Quality Improvement Plan (QIP).   A formal method to be used by
     -----------------------------------                                
     Solectron to address and improve processes or products.

     3.8 Return Material Authorization (RMA).  Returned Material Authorization
     ----------------------------------------                                 
     is a process agreed to between Solectron and NCR for return of non-
     conforming Products or Parts, or  incomplete / incorrect orders. Specific
     requirements are defined in section 6.0.

     [  ]

     3.10  Product Maturity.  This is a point in time when results from Supplier
     -----------------------                                                    
     tests demonstrate a product is ready for general availability to customers.
     This is determined 

                                    Page 36
<PAGE>
 
     using NCR's Product Readiness Assessment (PRA) model or mutually accepted
     equivalent.

     3.11  Ongoing Reliability Tests.  Ongoing Reliability Tests are a series of
     --------------------------------                                           
     tests run on a continuous, statistically-based sample of production-level
     Products or Parts to validate reliability.

     [  ]

     3.16 New Product Introduction Plan (NPI)  A NPI plan defines product
     -----------------------------------------                           
     specific quality objectives, strategies and methodologies and will be
     developed concurrent with product development (refer to section 4.6 for
     further details).

     [  ]


     4.0  QUALITY PERFORMANCE REQUIREMENTS

     Specific quality performance requirements will be stipulated in Exhibit C2
     Performance Requirements and Metrics. If performance levels are not
     consistently maintained, [  ]

     4.1 Quality Improvement Plan (QIP). The  Quality Improvement Plan must
     -----------------------------------                                   
     define the improvements and action needed to achieve the goals defined in
     Exhibit C2. Requirement must be manually agreed upon between NCR and
     Solectron. The plan must specify the quality metrics to be used to quantify
     improvement. NCR and Solectron will work together to jointly develop the
     quality plan. NCR will be responsible for providing quality data when
     applicable. This does not relieve Solectron of the responsibility to
     complete the plan and submit it to NCR for review and approval. Covered
     topics for Products and Parts manufactured for NCR will include, but are
     not limited to, [  ]. Owners and target dates will be included for each
     defined initiative.  This document will be reviewed and updated [  ] or
     more often as needed, and will be managed by NCR and Solectron.

     4.1.1 Software Quality Improvement.  In the event that NCR elects to
     -----------------------------------                                 
     contract with Solectron for the design modification or reengineering of
     software products, Solectron will work with NCR to update Solectron's
     Quality Improvement Plan to reflect planned initiatives and actions to
     satisfy the software quality criteria and software metrics defined in this
     document Exhibit C3. NCR will be responsible for providing quality data
     when applicable.

     [  ]

     4.3 Quality Management System. Solectron must establish and maintain a
     ------------------------------                                        
     quality system capable of measuring and evaluating product quality. [  ]

     4.4 Quality Reporting. Solectron must be capable of providing [  ] quality
     ----------------------                                                    
     data as defined in Exhibit C2 and data collection should be consistent with
     NCR's quality information strategy in a manner consistent with NCR's Pre-
     Acquisition Practices. Any data currently being provided by the pre-
     transition NCR Manufacturing Operations organizations to any functional
     organization remaining with NCR must be continued in format and content by
     Solectron. This includes [  ]. Data elements not previously discussed under
     this 

                                    Page 37
<PAGE>
 
     Agreement, or other Specifications may also be required based on business
     needs and requirements.

     4.4.1 Quality Information System Requirements. NCR requires Solectron to 
     ----------------------------------------------                             

     [  ]

     4.4.2 Product Configuration.  For each product set, NCR will [  ]
     ----------------------------                                     

     4.4.3 Product/Component quality history.  [  ]


     4.5 Quality Goals. Solectron will be responsible for meeting or exceeding
     ------------------                                                       
     all quality goals as defined in Exhibit C2 and / or the Quality Plan. On a
     product by product basis or by product families, NCR and Solectron will
     jointly develop goals using the [  ] and other quality based metrics as
     defined in Exhibit C2.

     4.6 New Product Quality Plan/New Product Introduction (NPI). Solectron
     ------------------------------------------------------------          
     shall develop and maintain a New Product Introduction (NPI) plan for all
     new hardware and software products designed for NCR in a manner consistent
     with NCR's Pre-Acquisition Practices. Prior to release of a Product or
     Part, NCR will review with Solectron the NPI plan requirements. NCR's
     review and acceptance of the plan does not relieve Solectron of the
     responsibility for achieving the quality and reliability terms defined in
     the plan. As applicable the minimum plan elements are:[  ]


     The NPI plan must also include the following elements to the extent
     consistent with NCR's Pre-Acquisition Practices:

     [  ]

     4.7 In Process Quality Control / Quality Audits. The section below defines
     -------------------------------------------------                         
     NCR's requirements for in process quality control and quality auditing.

     [  ]

     4.8 Material Handling. Solectron is responsible for exercising proper
     ----------------------                                               
     material handling procedures.  This includes [  ]

     4.8.1 Environmental Requirements. Solectron must adhere to state and
     ---------------------------------                                   
     federal laws for the storage and disposal of all hazardous materials.

     4.9  Supply Line Management. To the extent jointly agreed by NCR and
     ----------------------------                                        
     Solectron, [  ]

     4.9.1  Approved Vendor List (AVL). Solectron must develop and maintain an
     ----------------------------------                                       
     AVL for products that they design. NCR will [  ]

     4.9.2  Commodity Strategies.  Solectron will review their key commodity
     ----------------------------                                           
     strategies with NCR on a regular basis. These strategies will [  ]

     4.10  Change Control Process.  For Products and Parts designed for NCR,
     -----------------------------                                          
     Solectron must establish and maintain a change control process capable of
     managing Engineering Change Orders.  [  ]

                                    Page 38
<PAGE>
 
     4.11  Resources. NCR and Solectron will work in good faith to maintain
     ----------------                                                      
     adequate resources to meet NCR's improvement goals  and objectives.

     4.12  Software Quality Assurance.  Any functional or test software design
     ---------------------------------                                        
     or revision (includes BIOS, firmware, and testware) performed by Solectron
     that impacts equipment purchased by NCR will be performed using controlled
     processes documenting industry-accepted Software Quality Assurance
     practices. Specific requirements are defined in Exhibit C3 and
     include [  ].

     4.13 Customer Satisfaction Issues. For products or parts designed or
     ----------------------------------                                  
     manufactured for NCR, Solectron will [  ].


     5.0  NOTIFICATION OF CHANGE

     The reference to "changes" in this section refers to changes to [  ]. The
     notice of change from Solectron must include at a minimum the following:

          1.   [  ]

     5.1 Unless otherwise agreed for all design related changes, Solectron is
     required to submit Notification of Change to the identified NCR contacts.
     NCR and Solectron will agree to the appropriate response time in line with
     the requirements necessary to meet end-user demand.  It is expected that
     Solectron will notify NCR of intended changes [  ].

     5.2 [  ]

     5.5   NCR will respond in writing with the approval or rejection of the
     change request.

     [  ]

     7.0  FORMAL REVIEWS AND AUDITS

     NCR at it's own discretion shall have the right to perform formal audit and
     reviews of all Solectron processes affecting products purchased by NCR in
     accordance with Section 3 of Article I of the Agreement. NCR will provide
     Solectron with written advance request of such audit. Solectron must permit
     reasonable access to all processes and procedures to provide the necessary
     support for successful completion of the audit. This includes and is not
     limited to any requested data or information as it applies to the products
     being manufactured or designed. The following are classified as formal
     reviews:

     1.  [  ]

     All formal reviews and audit findings shall be documented along with
     corrective action plans and action items. Audit findings will be documented
     and reported using the supplier corrective action process. NCR may or may
     not perform all of the above reviews.  Solectron will provide all
     reasonable assistance with any such requested review by NCR.  Performance
     of such will be based on business needs.


     8.0  RELIABILITY PROGRAMS

     The purpose of this section 8 is to define Solectron's responsibility for
     meeting NCR's [  ] requirements as defined in Exhibit C2 and/or the Product
     Specifications.  [  ]

                                    Page 39
<PAGE>
 
     9.0  NCR SUPPLIER MANAGEMENT PROCESS

     NCR expects Solectron to be a participatory partner in applying NCR's
     supplier development and Supplier Value Add (SVA) processes.  [  ]

     Both parties will work together to coordinate and align NCR's SVA and QIS
     programs with Solectron's Customer Satisfaction Index (CSI).


     10.0   WEIGHTS AND MEASURES

     Products being shipped into or within European Union countries are required
     to be manufactured in facilities that have a Quality System Approved to
     Council Directive 90/384/EC, Non Automatic weighing Instruments. Solectron
     must comply to this requirement. These products include and are not limited
     to Scales, Scanner Scales, and POS terminals that interface to non-
     automatic weighing systems.

     11.0  LASER SAFETY
     Solectron must comply to Laser Safety standards as defined by [  ]

                                    Page 40
<PAGE>
 
                Exhibit C2 -Performance Requirements and Metrics


     1.0  PURPOSE

     The purpose of Exhibit C2 is to define NCR's quality metrics and to
     establish Solectron's performance requirements for 1998 in a manner
     consistent with NCR's Pre-Acquisition Practice. [  ]

     2.0  METRICS

     The metrics shown in the subsequent sections are taken directly from NCR's
     Balanced Score Card. The Score Card represents metrics that are critical to
     the success of NCR's business. They will be used to measure Solectron's
     performance on a monthly basis to determine if the stated requirements are
     being met

  [  ]

  3.0  NCR 1998 Balanced Scorecard Objectives

          Solectron must provide the data represented below each month, along
     with [  ]

                                    Page 41
<PAGE>
 
          Exhibit C3 Software Quality Assurance - Replication and Development



     Purpose
     The purpose of this section is to specify quality assurance terms when
     Solectron performs software installation services or Software development
     services.

     I   INSTALLATION SERVICES

     1.0  Definitions
     ----------------

     1.1  "Preinstalled Software Product" - shall mean a copy of the Software
     Product installed on each Product hard disk or on a CD Rom.

     1.2  "Software Development Product" - shall mean software developed or
     modified by Solectron for NCR.

     1.3  "Software Product" - shall mean any copyrighted and/or patented
     software product(s) (including where applicable, Software Product in object
     code form, Software Product documentation) owned by NCR or a third party.

     1.4     "Software Product Deliverables" - shall mean (i) Software Product
     in object code form (ii) installation utilities, if applicable (iii) a
     single copy of Software Product documentation; and (iv) or otherwise
     identified by Software Product publisher as Software Product Deliverables.

     1.5    "Statement of Work" (SOW) - shall mean a document negotiated by NCR
     and Solectron amended to this Agreement that contains the business terms
     and technical descriptions for each Software Development Product.


     2.0  GOLD DRIVE LOADS (Master Software Loads)
     ---------------------------------------------

     NCR will provide Solectron with written instructions indicating specific
     Software Products which may only be installed on specific Products.
     Solectron may not install or distribute the Software Product in any other
     manner other than described in these written instructions and then only
     within the parameters specified in this Exhibit and Exhibit H. Solectron
     shall distribute Software Product only in the Product configurations
     specified by NCR.

     3.0  Record Keeping and Inspections
     -----------------------------------

     Solectron agrees to keep all usual and proper records and books of account
     and all usual and proper entries relating to each Software Product licensed
     sufficient to substantiate the number of copies of Software Product and the
     number of Products distributed for NCR. Solectron agrees to report to NCR
     in the form provided by NCR, information concerning Software Products
     installed, including, without limitation, the number of units of each
     Software Product installed and/or the number of packages 

                                    Page 42
<PAGE>
 
     inserted, corresponding NCR model number(s), and shipment destination; and,
     the number of units of Software Product packages in inventory.

     4.0  General
     ------------
     4.1  NCR shall have the right to inspect actual incidents of the loads of
     Software Products.

     4.2  Solectron shall document and communicate to NCR its procedures for
     executing software loads.

     4.3  Solectron will document and adhere to procedures for the physical
     security of any gold drives provided by NCR.  In addition Solectron will
     document tests and procedures to assure that no virus or other harmful code
     is introduced to the gold drives or Products intended to be loaded by the
     gold drives.

     5.0  Additional Support Requirements
     ------------------------------------

     [  ]

II.  SOFTWARE DEVELOPMENT OR MODIFICATION OF EXISTING SOFTWARE COMPONENT

     Purpose
     -------
     In the event that NCR elects to contract with Solectron for software
     development or the design modification of existing software products, the
     balance of this Part II of this Exhibit and Exhibit H shall apply.

     1.0  Statements of Work
     -----------------------

     1.1  The requirements shall be included as part of a negotiated Statement
     of Work.

     [  ]

     1.2  System Testing

     1.2.1  Solectron agrees to fully test the identified deliverables to ensure
     that the system [  ]

     1.2.4  The following criteria must be met for Solectron to release the
     deliverables to NCR:

     [  ]

     1.2.5  A system test report shall be generated by Solectron at the
     completion of system testing and promptly communicated to NCR.  The test
     report shall include the following information:

     [  ]

                                    Page 43
<PAGE>
 
     1.2.6  NCR reserves the right to send a software quality assurance
     representative to Solectron to be present during the system testing to
     audit the processes and results of Solectron's system testing efforts.

     2.0  Acceptance Testing
     -----------------------

     2.1  NCR shall conduct, or have conducted, acceptance testing on the
     deliverables provided by Solectron.  Such testing shall generally include
     the following:

     [  ]

     2.1.3  NCR will communicate the results of its acceptance testing to
     Solectron, via a written report.

     3.0  Closed Loop Corrective Action
     ----------------------------------

     During the execution of the technical and non-technical requirements
     contained within the Statement of Work, Solectron shall comply with the
     Closed-Loop-Corrective-Action requirements (CLCA) as indicated in Exhibit C
     of the Agreement.

     4.0  Additional Support Requirements
     ------------------------------------
     4.1  Configuration Management.  Solectron shall ensure that full software
     configuration management is done for all Software projects.  This shall
     include, but not be limited to:

     [  ]

     4.2  Solectron will provide [  ]

     [  ]

     4.4  NCR reserves the right to make, or have made, version changes to the
     developed Software component.

     4.5  If specified in the SOW, Solectron shall provide the deliverables,
     including source code and/or documentation (information products) to an
     escrow agent identified by NCR.  NCR reserves the right to audit the escrow
     account to ensure compliance with the escrow requirement.

     4.6  Solectron must provide full Product(s) support including communication
     with NCR, as necessary, to resolve system level problems.  This  includes
     [  ] In the event the Agreement is terminated Product support will continue
     as described.

     [  ]

                                    Page 44
<PAGE>
 
                                                                       EXHIBIT D
                                                                       ---------
                                                                                
                         SUPPORT SERVICES REQUIREMENTS
                         -----------------------------

                                        

     1.0  SCOPE

     Unless otherwise specified, all defined terms in the Agreement have the
     same meaning when used in this Exhibit.  NCR will act as the primary point
     of contact for all Customers experiencing Product problems.  Solectron
     plays a key role in enabling NCR to support its Customers.  This Exhibit
     details Solectron's responsibilities with respect to that support and is
     the definitive agreement for Service Parts and Service related items.  In
     addition, Solectron will [  ].


     2.0  TECHNICAL INFORMATION

     2.1  To the extent available now, [  ], and during the life of this
     Agreement, Solectron will provide the following, collectively referred to
     as "Technical Information," [  ]

     2.2  Where available documentation will be in Microsoft Word electronic
     format suitable for reproduction, and will be updated by new documentation
     from time-to-time as it becomes available at no cost to NCR.  Documentation
     currently available will be provided to NCR as soon as practicable, but not
     more than thirty (30) days following the signing of this Agreement.  New
     documentation will be provided to NCR within thirty (30) days following its
     creation.

     2.3  NCR will have the right to copy, modify and use, and have copied,
     modified and used, the Documentation provided by Solectron for the purpose
     of providing desired manuals, training or support materials, or the like
     concerning the Product, provided that any Solectron and Solectron vendor
     copyrights therein are appropriately safeguarded.  Such manuals, training
     or support materials shall be used solely to support the Products.
     Solectron will include with each unit of Product purchased a complete set
     of Documentation agreed upon by NCR and Solectron relating to the operation
     and/or maintenance thereof as is customarily supplied to end users.


     3.0  TRAINING

     Solectron will provide Product training ("Train the Trainer") [  ].
     Solectron authorizes NCR to video tape such classes and grants to NCR a
     royalty-free license to duplicate and distribute the tape and any related
     class materials to NCR authorized support providers.


     4.0  TECHNICAL SUPPORT

     4.1  General Description. [  ]


     4.2  Levels of Support

     [ ]

                                    Page 45
<PAGE>
 
     4.3  Response, Update and Resolution Guidelines.  When Solectron has been
     engaged in problem resolution, it will comply with the following
     guidelines. These guidelines will enable NCR to meet customer commitments.
     Time measurement begins when Solectron is first contacted by NCR.  Time
     frames stated in days are contiguous calendar days.



                                                                          
------------------------------------------------------------------------------------------------------
[
------------------------------------------------------------------------------------------------------
 
------------------------------------------------------------------------------------------------------
 
------------------------------------------------------------------------------------------------------
                                                                             ]
------------------------------------------------------------------------------------------------------


     4.4   Solectron Point(s) of Contact. Solectron's point(s) of contact for
           Technical Support and Emergency Service Parts will be provided to NCR
           as soon as practicable, but not more than thirty (30) days following
           the signing of this Agreement.

     4.5   Continuing Availability. Solectron's Technical Support as described
           in this Section 4 shall be available to NCR during [ ]

     4.6   Reporting. The NCR business critical customer environments dictate
           that timely analysis of failed Part(s) be performed and that
           subsequent data be reported back to NCR for presentation to the end-
           user. NCR expects Solectron to provide detailed failure information
           in accordance with the provisions Exhibit C. Solectron will also
           provide NCR with a [ ]


     5.0  PARTS

     5.1  Identification.  A complete orderable Parts list with NCR Part numbers
     for the Products and Parts will be provided to NCR at least thirty (30)
     days prior to the delivery of the first Product of each type ordered by
     NCR.  Such lists shall include the following for each Part: [  ]

     5.2  Availability.  Solectron will make available to NCR such Parts as NCR
     may require for all Products purchased by NCR from Solectron during the
     Product production.  For a period of not less than [  ] after the date of
     delivery by Solectron of the last unit of the Product delivered, Solectron
     shall also undertake the following: [  ]

     5.3  Lead Time.  Solectron will carry inventory adequate to meet [  ]

     5.4  Emergency Orders.  Solectron agrees to [  ]

     5.5  Reworkable Parts.  Reworkable Parts are Parts which have failed but
     may be economically reworked to perform in accordance with their
     Specifications.  [  ]

     5.6  Packaging.  Solectron will package parts individually in a protective
     package that is suitable for individual distribution, labeled and barcoded
     as described in the NCR Supplier Guide, hereby incorporated by reference
     and provided to Solectron under separate cover.

                                    Page 46
<PAGE>
 
     5.7  EDI.  Solectron and NCR agree to use EDI to exchange data between the
     two companies.  Transactions are, but not limited to, Purchasing,
     acknowledgment, shipping, invoicing, and defective receipt. (Refer to
     exhibit G)

     5.8  Pricing.   [  ]


     6.0  PRODUCT CHANGES

     6.1  NCR Approval.  Notwithstanding NCR's approval of Product Changes,
     Solectron agrees to the following with respect to any change in the Product
     or its Parts that Solectron has design ownership or supply line
     management responsibility.

     [  ]


     7.0  WARRANTY REIMBURSEMENT

     [  ]


     8.0  SUPPLIER'S SUPPORT SERVICES PERFORMANCE

     Support Services performance will be measured using the [  ]  The results
     of which will trigger appropriate management escalation processes.

                                    Page 47
<PAGE>
 
                                                        EXHIBIT E
                                                        ---------



                   SAFETY AND REGULATORY AGENCY REQUIREMENTS
                   -----------------------------------------


     EXHIBIT E IS DIVIDED INTO TWO PARTS:

     PART E-1 APPLIES TO PRODUCTS COVERED BY THE AGREEMENT FOR WHICH SOLECTRON
     HAS DESIGN OWNERSHIP.

     PART E-2 APPLIES TO PRODUCTS COVERED BY THE AGREEMENT FOR WHICH NCR HAS
     DESIGN OWNERSHIP.

                                    Page 48
<PAGE>
 
                              EXHIBIT E, PART E-1

                       FOR SOLECTRON ENGINEERED PRODUCTS

              SAFETY AND REGULATORY AGENCY REQUIREMENTS BY COUNTRY


     Solectron is responsible for assuring that product design complies with the
     applicable regulatory requirements, obtaining the appropriate regulatory
     certifications, and manufacturing products in compliance with the
     appropriate regulatory requirements. These responsibilities apply to
     requirements, set out below, set out in the Specification for the Product,
     or any other requirements that apply in the jurisdictions set out below or
     in the Specification for the Product. One copy of each international
     certification documentation with the testing and compliance investigation
     reports, shall be maintained by Solectron for at least ten years beyond the
     last date of manufacture, or provided to NCR for archival purposes. NCR may
     update this Exhibit from time to time as regulatory or safety requirements
     change.


     United States Requirements - For Products intended for release in the 
     ---------------------------------------------------------------------
     United States:
     -------------

A.   Product Safety - The Product will be Listed , per UL Standard 1950 for use
     as Information Technology Equipment, by Underwriters Laboratories or other
     Nationally Recognized Test Laboratories.  Each unit will be marked with the
     appropriate safety agency labeling requirements.

B.   Electro-Magnetic Emissions - The Product will comply with Federal
     Communications Commission (FCC) requirements CFR Title 47, Parts 2 and 15.
     Each unit will be labeled appropriately for Class A or Class B and
     documentation will contain user statements as required per the FCC rules.

C.   Telecommunication Equipment - All equipment that connects directly to a
     telecommunication network, either public or private, will comply with
     Federal Communications Commission (FCC) requirements CFR Title 47, Part 68.
     Each unit will be labeled appropriately as required by the FCC rules.

D.   Laser Containing Devices - All Products which contain laser devices
     (scanners, printers, CD devices, etc.) must comply with the Department of
     Health and Human Services (DHHS) regulations CFR Title 21, Subchapter J.
     Each unit will bear a DHHS compliance label and any caution labels
     appropriate for the class laser device integrated into the Product per the
     regulations.  All Product documentation must contain the required user
     warning statements.  In addition, Products must comply with individual
     state laws (i.e., New York) that require additional registration and/or
     approval.

E.   Ozone Depleting Chemicals - Seller will label all Products and Parts
     (including all packaging) as required by the United States Environmental
     Protection Agency's regulations in effect at the time of delivery of the
     Product or Parts.  As of September 1993, the basic regulations may be found
     at Volume 40 of the Code of Federal Regulations, Part 82, entitled
     "Protection of Stratospheric Ozone," Subpart E, entitled "The Labeling of
     Products Using Ozone Depleting Substances."

     International Requirements - For Products intended for release outside the 
     --------------------------------------------------------------------------
     U.S.:
     ----

     Check off applicable regulatory requirements for countries and regions
     where Product release and installations are planned outside the United
     States.

A. Product Safety:

          __X__  Canada - The Product will be certified by the Canadian
     Standards Association for compliance with the latest edition of the CSA
     Standard C22.2 No. 950, Safety of

                                    Page 49
<PAGE>
 
     Information Technology Equipment. As an alternate, Underwriters
Laboratories may be used for certification to CSA Standard C22.2 No. 950.

     __X__  European Community (EC) - Product compliance with EC Directive
73/23/ECC (Low Voltage Directive) is required.  Testing and certification by any
national "notified Body" (VDE, TUV, BSI, etc.) for compliance to EN 60950
"Safety of Information Technology Equipment" is acceptable.  Products should be
appropriately labeled with the European CE mark.

     __X__  CB Scheme - A CB Certificate and Report verifying compliance to IEC
950/EN6050 including Nordic deviations must be provided.

     __X__  Mexico - Certification to NOM-019 is required.

     __X__  Saudi Arabia - Certification by SASO is required

     __X__  Russia - GOST-R Certification is required.

     __X__ Other International Countries - Product compliance with IEC 950,
"Safety of   Information Technology Equipment" is required.


B.   Electro-Magnetic Emissions:

     __X__  Canada - Compliance with U.S. FCC rules is satisfactory for Canadian
requirements but Additionally each Product must be labeled and documentation
statements included per the Canadian Department of Communications Radio
Interference Regulations.

     __X__  European Community (EC) - Product compliance with EC Directive
89/336/ECC (EMC Directive) is required.  Testing for compliance is required to
the following European   standards:  EN55022 (emissions), EN50082-1 (immunity),
EN61000-3-2 (harmonic currents) and EN61000-3-3 (flicker).  All test results are
to be documented in a formal report and provided to NCR.  Products should be
appropriately labeled with the European CE mark.

     __X__  Japan - Products must be tested and certified for Japanese VCCI
compliance.  Products must be labeled per VCCI requirements.

     __X__  Korea - Products must be tested and certified by the Korean Radio
Research Laboratory for compliance with the Korean Ministry of Communication
Ordinance 825.

     __X__  Australia/New Zealand - Products must be tested and certified for
compliance with AS/NZS 3548: 1995. All test results are to be documented in a
formal report and provided to NCR. Products should be appropriately labeled with
the C-Tick mark per the requirements of the Australian Communications Authority.

     __X__  Taiwan - Products must be in compliance with the "Commodity EMC
Regulation" and  tested for compliance to Chinese National Standard 13438 by a
laboratory approved by the bureau of Commodity Inspection & Quarantine  (BCIQ).
Products should be appropriately  labeled with the Taiwan Certification mark per
the requirements of the BCIQ.


C.   Telecommunication Equipment Approvals:

     __X__  Canada - The Product must have an equipment grant issued by the
Canadian Department of communications (DOC) verifying compliance with the
Standard for Technical Equipment CS-03.

     __X__ European Community (EC) - Product compliance with EC Directive
91/263/ECC (Telecom  Directive) is required.  Testing and certification for
compliance is required to the  appropriate European Common Technical
Requirements (CTR's).  Products should be appropriately labeled with the
European CE mark and any country specific requirements.

     __X__  Other International Countries - Most countries outside the U.S.
require permission (which may be in the form of a license) to be obtained from a
local PTT authority prior to connection to 

                                    Page 50
<PAGE>
 
a telecommunications network. Specific country PTT approvals for the purchased
Product should be specified below. Products should be appropriately labeled with
any country specific requirements.

__________________________________________________________
__________________________________________________________
__________________________________________________________
__________________________________________________________


D.   Laser Containing Products:

     __X__  Outside the U.S. - Products containing laser devices must show
evidence of   compliance with IEC 825 "Safety of Laser Devices".


NOTE:  All products must be certified and labeled in accordance with the
specific requirements for the regulatory approvals required above in this
Exhibit E, Part E-II. As new national statutory and regulatory requirements
emerge, and as current requirements are revised, Solectron will be responsible
for maintaining compliance of product design accordingly. Solectron will be
responsible for insuring that production units are modified as needed to
maintain compliance to such new requirements.

                                    Page 51
<PAGE>
 
                              EXHIBIT E, PART E-2

                          FOR NCR ENGINEERED PRODUCTS

              SAFETY AND REGULATORY AGENCY REQUIREMENTS BY COUNTRY


     NCR is responsible for assuring that product design complies with the
     applicable regulatory requirements. Solectron will be responsible for
     manufacturing products in compliance with the appropriate regulatory
     requirements. Solectron must assess the potential impact of build changes
     on regulatory compliance and consult with NCR's Regulatory Compliance Team
     as needed prior to making such changes. Any changes to components,
     materials, or suppliers should be reviewed and approved by NCR's Regulatory
     Compliance staff prior to implementation. NCR's Product Safety Engineer
     should have access to Solectron's manufacturing facility to perform audits
     for safety compliance. These responsibilities apply to requirements, set
     out below, set out in the Specification for the Product, or any other
     requirements that apply in the jurisdictions set out below or in the
     Specification for the Product. One copy of each international certification
     documentation with the testing and compliance investigation reports, shall
     be maintained by NCR for at least ten years beyond the last date of
     manufacture. NCR may update this Exhibit from time to time as regulatory or
     safety requirements change.


     United States Requirements - For Products intended for release in the 
     ---------------------------------------------------------------------
     United States:
     -------------


A.   Product Safety - NCR is responsible for obtaining  UL Listing or
     Recognition per UL Standard 1950 for use as Information Technology
     Equipment, by Underwriters Laboratories or other Nationally Recognized Test
     Laboratories.  Solectron will assure that each unit will be marked with the
     appropriate safety agency logo and the required safety warnings (both
     markings and documentation) shall be provided as specified by NCR.
     Solectron will manufacture products in accordance with safety agency
     requirements and provide the necessary documentation to identify materials
     and components available for UL Field Representatives during inspections.
     Solectron shall also perform production-line testing in accordance with
     safety agency requirements and insure that products are constructed in
     accordance with the safety agency's Follow-up Service Procedure.

B.   Electro-Magnetic Compatibility- NCR is responsible for insuring that
     product design complies with Federal Communications Commission (FCC)
     requirements CFR Title 47, Parts 2 and 15.  Solectron will assure that each
     unit will be labeled appropriately for Class A or Class B and documentation
     will contain user statements as required per the FCC rules and as specified
     by NCR. For products which incorporate intentional transmitters, each unit
     should be labeled with the required FCC ID number.

C.   Telecommunication Equipment - All equipment that connects directly to a
     telecommunication network, either public or private, will comply with
     Federal Communications Commission (FCC) requirements CFR Title 47, Part 68.
     Each unit will be labeled appropriately as required by the FCC rules.

D.   Laser Containing Devices - All Products which contain laser devices
     (scanners, printers, CD devices, etc.) must comply with the Department of
     Health and Human Services (DHHS) regulations CFR Title 21, Subchapter J.
     Each unit will bear a DHHS compliance label and any caution labels
     appropriate for the class laser device integrated into the Product per the
     regulations.  All Product documentation must contain the required user
     warning statements.  In 

                                    Page 52
<PAGE>
 
     addition, Products must comply with individual state laws (i.e., New York)
     that require additional registration and/or approval.

E.   Ozone Depleting Chemicals - Seller will label all Products and Parts
     (including all packaging) as required by the United States Environmental
     Protection Agency's regulations in effect at the time of delivery of the
     Product or Parts.  As of September 1993, the basic regulations may be found
     at Volume 40 of the Code of Federal Regulations, Part 82, entitled
     "Protection of Stratospheric Ozone," Subpart E, entitled "The Labeling of
     Products Using Ozone Depleting Substances."


     International Requirements - For Products intended for release outside the 
     --------------------------------------------------------------------------
     U.S.:
     ----

     A.   Product Safety:

     Solectron will assure that each unit will be marked with the appropriate
     safety agency logos and the required safety warnings (both markings and
     documentation) shall be provided as specified by NCR. Solectron will
     manufacture products in accordance with safety agency requirements and have
     the necessary documentation to identify materials and components available
     for safety agency representatives during inspections. Solectron shall also
     perform production-line testing in accordance with safety agency
     requirements.

     NCR insure that product design complies with safety agency requirements for
     the countries where products will be sold and obtain the necessary agency
     certifications. As noted below:


          Canada - The Product will be certified by the Canadian Standards
     Association for compliance with the latest edition of the CSA Standard
     C22.2 No. 950, Safety of Information Technology Equipment. UL certification
     for Canada (C-UL) in accordance with UL 1950 3/rd/ Edition may be obtained
     in lieu of CSA certification.


          European Community (EC) - Product compliance with EC Directive
     73/23/ECC (Low Voltage Directive) is required. Testing and certification by
     any national "notified body" (VDE, TUV, BSI, etc.) for compliance to EN
     60950 "Safety of Information Technology Equipment" is acceptable. Units
     destined for EU countries should have the CE mark on the product ID label
     and carton.

          European Free Trade Association (EFTA) Countries - Product testing and
     certification by NEMKO (or equivalent) for compliance to EN 60950 is
     required.

          Mexico -. Certification to NOM-019 is required

          Saudi Arabia - Certification by SASO.

          Russia - GOST-R Certification is required.

          Other International Countries - Product compliance with IEC 950,
          "Safety of   Information Technology Equipment" is required.


B.  Electro-MagneticCompatibility

          Solectron will assure that each unit will be labeled appropriately
     for Class A or Class B and documentation will contain user statements as
     required and as specified by NCR. NCR shall insure that product design
     complies with the EMC requirements for the respective countries where
     products will be sold and obtain the necessary certifications as noted
     below:

          Canada - Each product must be labeled and documentation statements
     included per the Canadian Department of Communications Radio Interference
     Regulations.

                                    Page 53
<PAGE>
 
     European EU Countries -Compliance with the EU's EMC Directive 89/336/EEC,
EN 55022 (CISPR 22) and EN50082-1.Units destined for EU countries should have
the CE mark on the product ID label and carton.

     European EFTA Countries - Products must comply with the requirements of
CISPR 22 or EN 55022.

     Japan - Products must be tested and certified for Japanese VCCI compliance.

     Korea - Products must be tested and certified by the Korean Radio Research
Laboratory for compliance with the Korean Ministry of Communication Ordinance
825.

     New Zealand and Australia - Products must be tested and certified for
compliance in accordance with the Electromagnetic Compatibility Framework using
AS/NZS 3548:1995 and bear the C-Tick mark and  the  Australian Company Number
(ACN).

     Taiwan - Products must be tested and certified for compliance with CNS
13438. Product should be marked with  BCIQ (Bureau of commodity Inspections &
Quarantine) certification number and marking.

     Other International Countries - Evidence of compliance with CISPR 22 is
required.

      For products which incorporate intentional transmitters, the required
certifications will be obtained by NCR.  Solectron shall insure that each unit
should be labeled with the required certification numbers.



C.   Telecommunication Equipment Approvals:

     Canada - The Product must have an equipment grant issued by the Canadian
Department of Communications (DOC) verifying compliance with the Standard for
Technical Equipment CS-03.

     United Kingdom - The Product must be authorized by the British Approvals
Board for Telecommunications (BABT) for connection to a telecommunication
network.

     Other International Countries - Most countries outside the U.S. require
permission (which may be in the form of a license) to be obtained from a local
PTT authority prior to connection to a   telecommunications network.  Specific
country PTT approvals for the purchased Product   should be specified below.

          ____________________________________________________________
          ____________________________________________________________
          ____________________________________________________________
 

D.   Laser Containing Products:

     Outside the U.S. - Products containing laser devices must show evidence of
compliance with IEC 825 "Safety of Laser Devices".


NOTE:  All products must be labeled in accordance with the specific requirements
for the regulatory approvals required above in this Exhibit E, Part E-III. As
new national statutory and regulatory requirements emerge, and as current
requirements are revised, NCR will be responsible for maintaining compliance of
product design accordingly. Solectron will be responsible for insuring that
production units are modified as needed to maintain compliance to such new
requirements.

                                    Page 54
<PAGE>
 
                                                                       EXHIBIT F
                                                                       ---------


                            SERVICE LEVEL AGREEMENT
                            -----------------------

This exhibit contains four distinct sections pertaining to the relationship
between Solectron and NCR.  The sections have been separated to add clarity to
service levels required for each.

Section I:    NCR RSG design owned product sourced and/or manufactured from
Solectron

Section II:   NCR CSG design owned product sourced and/or manufactured from
Solectron

Section III:  Solectron design owned product sourced and/or manufactured from
              Solectron

Section IV:   NCR Staging Definition and Implementation

                                    Page 55
<PAGE>
 
Service level agreement

SECTION I: NCR RSG design owned product sourced and/or manufactured from
Solectron

Table of Contents

1.0  Purpose

2.0  Definition of Terms

3.0  Cost Tracking Requirements

     3.1  [  ]

4.0  Customer Delivery Requirements

     4.1  [  ]

5.0  Quality Performance

6.0  New Product Introduction

     6.1  [  ]

7.0  Continuation Engineering

     7.1  [  ]

8.0  Export and Import Compliance

9.0  Customer Order, Shipment, and Inventory System Requirements

10.0 Supply Line Management

     10.1  Supplier Base

     10.2  Commodity Responsibilities

     10.3  Engineering Support

     10.4  Continuous Improvement

                                    Page 56
<PAGE>
 
1.0  Purpose

     This Service level agreement outlines the minimum acceptable expectations
     for the Manufacturing Partnership between Solectron and NCR-RSG. [  ]

     Detailed process information supporting these service level expectations
     are included in the Business level agreement which is expected to be a
     living document which NCR and Solectron associates use to guide themselves
     in their day-to-day work activities.

2.0  Definition of Terms
     2.1  B-models: Pre-production models of a new product. At NCR's option, NCR
          may request that Solectron build B-models. See the B-model
          manufacturing paragraph in the New Product Introduction section 6.0
          for more detail.
     2.2  A-models or Prototype: For the purpose of this agreement, there is no
          difference between A-models, Prototypes, and B-models.
     2.3  C-models: Full production quality units. Although production units for
          a product that have been in production for a year are technically "C-
          models", the term is most often used to describe the first set of
          production units that are used to run final product acceptance
          testing, and are expected to either be sold to end customers or to be
          functionally identical to the first units sold to customers.
     2.4  ICI: Initial Customer Installation: The first customer installation of
          C-models of a new product that have completed all of the required NCR
          certifications. The term ICI is sometimes used to refer to the product
          development milestone, ICI-ready, where the first C-model units have
          been built and are ready to be sold and shipped to a customer.
     2.5  GCA: General Customer Availability: Product is ready for volume
          shipments with no special controls or filters on incoming orders.
     2.6  CD/E: Controlled Deployment and Evaluation: Typically, the period of
          time between [ ].
     2.7  FBOM: NCR's Featurized Bill of Materials used to control the certified
          configurations of the Product. The FBOM includes [ ].
     2.8  EBOM or Preliminary FBOM:  [  ].
     2.9  MCC Product cost: The cost/price at which Solectron transfers product
          to NCR as described in Exhibit B.
     2.10 RSG Products: Products that Solectron manufactures for NCR as defined
          in the RSG section of Exhibit A. New products will be added to this
          exhibit in the future.
     2.11 NCR SLM: NCR's Supply Line Management organization - responsible for
          supplier qualification, supplier management, and material purchasing,
          among other things.
     2.12 NCR OLM: NCR's Order and Logistics Management - responsible for
          accepting customer orders and scheduling production, among other
          things.
     2.13 PRT or PRT team: NCR's cross functional product development management
          team -responsible for product definition, development, and deployment.
          Team composition typically includes representatives from [ ]
     2.14 Gold disk or Gold drive: A master copy of a hard disk with a binary
          image of an operating system and other software loaded onto it. This
          Gold Disk is then used in the manufacturing process to create multiple
          copies of which are to be used in NCR POS terminals
     2.15 SCER: Special Construction Estimate/Engineering Request - A process
          that NCR uses to [ ].
     2.16 Commodity management:  Tasks associated with [  ]

                                    Page 57
<PAGE>
 
     2.17 Supplier management: Tasks associated with managing the continuous
          improvement of supplier performance in all aspects of a business
          relationship.

     2.18 Acceptance Test (ACT): The ACT is a test process performed to certify
          the manufacturing process and the Supply Line Management Procurement
          Process. To make this test meaningful [ ].

     2.19 Design Qualification Test (DQT): The DQT is a test process performed
          to certify that the design of the product meets the criteria as
          defined in the product functional specification. [ ]

     2.20 Development Release (DR): The DR process is the process used by NCR to
          issue engineering change orders and the introduction/release of new
          products into manufacturing. For this document, the term DR includes 
          [  ]

     2.21 Manufacturing Trial Order (MTO): The MTO process is used to validate
          the manufacturing process and the end unit test process before the
          actual break-in of a DR. NCR and Solectron will jointly decide if an
          MTO is required for a new product or change DR.

     2.22 Field Retrofit Order (FRO): Process executed due to a safety or
          reliability issue on an NCR product [ ]

     2.23 Printed Circuit Board (PCB) layout: The PCB layout process is used to
          do the physical layout of circuit boards. Designers work from
          schematics to define the position of components and their
          interconnecting copper lines.

     2.24 Request For Change (RFC): The RFC process is a formalized process for
          requesting engineering changes and manufacturing deviations for part
          substitutions. It is intended for use by NCR and Solectron as the
          vehicle for requesting all product changes

     2.25 Stop Order/Stop Order Release (SO/SOR): The SO/SOR process is used as
          a method of controlling procurement, build and shipment of products.
          [ ]

     2.26 WSL: NCR's inventory warehouse at Peachtree

     2.27 CDC:  Customer Delivery Center - NCR consolidation and staging center.

     2.28 Material Requisition (MR): The MR process is used to order items from
          manufacturing stock.  It requires a charge number for the item to be
          charged to.

     2.29 Managed Support and Service Planning (MSSP): The MSSP group is an NCR
          group charged with planning all support activity and assuring the
          necessary steps are taken to support a new product or changes to an
          existing product.

     2.30 SPPR:  Service Parts Procurement Request

     2.31 [  ]

     2.32 Replacement Product- a product with a new or modified product set
          specification which meets all the following criteria:

               1.  [  ]

     2.35 New Product - a product with a new product specification which meets
          all of the following criteria:

               1)  [  ]


     2.36 Replacement Service: A new service which provides essentially the same
          results as an existing service covered by the Agreement, although
          possibly at an improved level of performance. If delivered at an
          improved level of performance, the improvement is considered a normal
          outcome of continuous improvement processes.

                                    Page 58
<PAGE>
 
          2.37 New Service: A new service which establishes a significant new
               capability/result or a significant enhancement to an existing
               service which would not normally be the outcome of normal
               commercial continuous improvement processes. The party receiving
               the service would normally be expected to compensate the service
               provider for this New Service if it was provided at the request
               of the receiver and if there is a material incremental cost
               incurred by the service provider to develop this service
               capability and if the receiver agrees to pay for said service.


3.0 Cost Tracking Requirements

     3.1  Pricing: Product transactions between Solectron and NCR RSG will be
          priced according to Exhibit B.

     3.2  Cost Attack Team (CAT) Process

          3.2.1  [  ]

     3.3  Cost Reviews: All cost reviews will be conducted in accordance with 
          Ex B.
          
4.0  Customer Delivery Requirements - Forecasting, Order Fulfillment
     
     4.1  Forecasting: [  ]

     4.2  Order Management: Solectron will also be responsible for all order
          fulfillment activities, [ ]

     4.3  Order Change Flexibility - NCR RSG currently measures [  ]

     4.4  Order  Responsiveness - [  ]

     4.5  Invalid Order Configurations - [  ]

     4.6  Shipment Records - Solectron will send shipment transaction data to
          NCR [ ] This data will be used by NCR to update the [ ].

          4.6.1  [  ]

     4.7  Product Life Cycle Management   - New Product Introduction

          4.7.1  [  ]

     4.8  Product Life Cycle Management - Product, Feature, Cable and Kit
          Discontinuation
          
          4.8.1  [  ]

5.0  Quality Performance

          Solectron shall meet the requirements set forth in Exhibit C for NCR
          RSG designed products.

6.0  New Product Introduction

                                    Page 59
<PAGE>
 
     This New Product Introduction section defines the service level
     expectations associated with the release of a new product from engineering
     to manufacturing. There are some common processes used in New Product
     Introduction as well as in Continuation Engineering. These processes may be
     documented in the Continuation Engineering section. It is expected that
     Solectron will provide [ ]

     6.24  [  ]

7.0  Continuation Engineering

     This Continuation Engineering section defines the service level
     expectations associated with maintaining a product through the normal
     production life cycle. There are some common processes used in New Product
     Introduction as well as in Continuation Engineering. These processes may be
     documented in the New Product Introduction section. It is expected that
     Solectron will provide [ ].

     Access to systems and data currently available is required in the execution
     of processes in this document. This is required to maintain and improve
     quality and productivity through electronic interfaces and automation.


     [  ]


8.0  Export and Import Compliance

     8.1  Solectron will be totally responsible for all import activities
          associated with materials that Solectron procures.

     8.2  Solectron will be the exporter of record for all
          products/components/subassemblies it ships to other Solectron
          organizations.

     8.3  NCR will be the exporter of record for all products, components,
          subassemblies, software and documentation ordered by NCR or its
          affiliates for export from the country of manufacture - currently the
          United States and Ireland.

     8.4  The exporter of record will be separately accountable to the
          applicable government agencies for complying with all relevant
          regulations when importing or exporting Solectron products,
          components, subassemblies, software and documentation.

     8.5  At NCR's request, Solectron will provide NCR with complete Bill of
          Materials (BOM) identifying country of origin and Solectron cost for
          each part or component separately integrated into its products. NCR
          will require this information where products manufactured in the
          United States are proposed for transactions involving the Agency for
          International Development (AID) or EX-IMBank. Further, NCR may require
          this information to determine if products manufactured outside the US
          are subject export controls based on US parts content.


9.0  Customer Order, Shipment and Inventory System Requirements
     9.1  [  ]

                                    Page 60
<PAGE>
 
10.0 Supply Line Management
     10.1 Supplier Base
          10.1.1  [  ]

     10.2 Commodity Responsibilities
          10.2.1  [  ]

          10.2.2  [  ]

     10.3 Engineering Support
          10.3.1  [  ]

     10.4 Continuous Improvement
          10.4.1  Solectron agrees to drive continuous improvement throughout
                  all aspects of the supplier relationship.

                                    Page 61
<PAGE>
 
Service level agreement

   SECTION II: NCR CSG design owned product sourced and/or manufactured from
               Solectron


Table of Contents

1.0  Purpose

2.0  Definition of Terms

3.0  Cost Tracking Requirements

     3.1  [  ]

4.0  Customer Delivery Requirements

     4.1  [  ]

5.0  Quality Performance

6.0  New Product Introduction

     6.1  [  ]

7.0  Continuation Engineering

     7.1  [  ]

8.0  Export and Import Compliance

9.0  Customer Order, Shipment, and Inventory System Requirements

10.0 Supply Line Management

     10.1 Supplier Base

     10.2 Commodity Responsibilities

     10.3 Engineering Support

     10.4 Continuous Improvement

                                    Page 62
<PAGE>
 
1.0  Purpose

     This Service level agreement outlines the minimum acceptable expectations
     for the Manufacturing Partnership between Solectron and NCR-CSG. [  ]

     Detailed process information supporting these service level expectations
     are included in the Business level agreement which is expected to be a
     living document which NCR and Solectron associates use to guide themselves
     in their day-to-day work activities.

2.0  Definition of Terms

     2.1  B-models: Pre-production models of a new product. At NCR's option, NCR
          may request that Solectron build B-models. See the B-model
          manufacturing paragraph in the New Product Introduction section 6.0
          for more detail.

     2.2  A-models or Prototype: For the purpose of this agreement, there is no
          difference between A-models, Prototypes, and B-models.

     2.3  C-models: Full production quality units. Although production units for
          a product that have been in production for a year are technically "C-
          models", the term is most often used to describe the first set of
          production units that are used to run final product acceptance
          testing, and are expected to either be sold to end customers or to be
          functionally identical to the first units sold to customers.

     2.4  ICI: Initial Customer Installation: The first customer installation of
          C-models of a new product that have completed all of the required NCR
          certifications. The term ICI is sometimes used to refer to the product
          development milestone, ICI-ready, where the first C-model units have
          been built and are ready to be sold and shipped to a customer.

     2.5  GCA: General Customer Availability: Product is ready for volume
          shipments with no special controls or filters on incoming orders.

     2.6  CD/E: Controlled Deployment and Evaluation: Typically, the period of
          time between [  ]

     2.7  FBOM: NCR's Featurized Bill of Materials used to control the certified
          configurations of the Product. The FBOM includes [ ].

     2.8  EBOM: [   ]

     2.9  MCC Product cost: The cost/price at which Solectron transfers product
          to NCR as described in Exhibit B.

     2.10 CSG Products: Products that Solectron manufactures for NCR as defined
          in the CSG section of Exhibit A. New products will be added to this
          exhibit in the future.

     2.11 NCR SLM: NCR's Supply Line Management organization - responsible for
          supplier qualification, supplier management, and material purchasing,
          among other things.

     2.12 NCR OLM: NCR's Order and Logistics Management - responsible for
          accepting customer orders and scheduling production, among other
          things.

     2.13 PRT or PRT team: NCR's cross functional product development management
          team -responsible for product definition, development, and deployment.
          Team composition typically includes representatives from [ ]

     2.14 ERT or DRT team: NCR's cross-functional Engineering/Development
          Realization Team responsible for new product development, development
          schedules, product design, product certification, product requirements
          adherence and quality. Team composition typically includes [ ]

     2.15 PRP/GRP: NCR's Program Realization Process used for the life cycle
          management of the Product from Product Conception through Product end-
          of-life.

                                    Page 63
<PAGE>
 
     2.16 Gold disk or Gold drive: A master copy of a hard disk with a binary
          image of an operating system and other software loaded onto it. This
          includes firmware. Master copies of any software or firmware may be on
          writable media (e.g.: disk or PROM) or may be reserved in a designated
          electronic file agreed to by both NCR and Solectron. This Gold Disk is
          then used in the manufacturing process to create multiple copies of
          which are to be used in NCR Servers.

     2.17 SCER: Special Customer Engineering Request - A process that NCR uses
          to [ ].
          
     2.18 Commodity management:  Tasks associated with [  ].

     2.19 Supplier management: Tasks associated with managing the continuous
          improvement of supplier performance in all aspects of a business
          relationship.

     2.20 Acceptance Test (ACT): The ACT is a test process performed to certify
          the manufacturing process and the Supply Line Management Procurement
          Process. To make this test meaningful [ ]. Exceptions to the test will
          be provided in a report to NCR.

     2.21 Design Qualification Test (DQT): The DQT is a test process performed
          to certify that the design of the product meets the criteria as
          defined in the product functional specification. [ ]

     2.22 Development Release (DR): The DR process is the process used by NCR to
          issue engineering change orders and the introduction/release of new
          products into manufacturing. For this document, the term DR includes
          [ ].

     2.23 Manufacturing Trial Order (MTO): The MTO process is used to validate
          the manufacturing process and the end unit test process before the
          actual break-in of a DR. NCR and Solectron will jointly decide if an
          MTO is required for a new product or change DR.

     2.24 Field Retrofit Order (FRO): Process executed due to a safety or
          reliability issue on an NCR product, [ ].

     2.25 Printed Circuit Board (PCB) layout: The PCB layout process is used to
          do the physical layout of circuit boards. Designers work from
          schematics to define the position of components and their
          interconnecting copper lines.

     2.26 Request For Change (RFC):  The RFC process is a formalized process for
          requesting engineering changes and manufacturing deviations for part
          substitutions.  It is intended for use by NCR and Solectron as the
          vehicle for requesting all product changes

     2.27 Stop Order/Stop Order Release (SO/SOR): The SO/SOR process is used as
          a method of controlling procurement, build and shipment of products. 
          [ ]

     2.28 WSL: NCR's inventory warehouse.

     2.29 CDC:  Customer Delivery Center - NCR consolidation and staging center.

     2.30 Material Requisition (MR): The MR process is used to order items from
          manufacturing stock.  It requires a charge number for the item to be
          charged to.

     2.31 Managed Support and Service Planning (MSSP): The MSSP group is an NCR
          group charged with planning all support activity and assuring the
          necessary steps are taken to support a new product or changes to an
          existing product.

     2.32 SPPR:  Service Parts Procurement Request

     2.33 [  ]

     2.34 [  ]

     2.35 [  ]

2.36 Replacement Product- a product with a new or modified product set
     specification which meets all the following criteria:
          1.  [  ]

                                    Page 64
<PAGE>
 
2.37 New Product - a product with a new product specification which meets all of
     the following criteria:

         [  ]

2.38 Replacement Service: A new service which provides essentially the same
     results as an existing service covered by the Agreement, although possibly
     at an improved level of performance. If delivered at an improved level of
     performance, the improvement is considered a normal outcome of continuous
     improvement processes.


2.39 New Service: A new service which establishes a significant new
     capability/result or a significant enhancement to an existing service which
     would not normally be the outcome of normal commercial continuous
     improvement processes. The party receiving the service would normally be
     expected to compensate the service provider for this New Service if it was
     provided at the request of the receiver and if there is a material
     incremental cost incurred by the service provider to develop this service
     capability and if the receiver agrees to pay for said service.


3.0  Cost Tracking Requirements

     3.1  Pricing: Product transactions between Solectron and NCR CSG will be
          priced according to Exhibit B.

     3.2  Margin Improvement Team (MIT)

          3.2.1  [  ]


     3.3  Cost Reviews: All cost reviews will be conducted in accordance with 
          Ex B.
          
4.0  Customer Delivery Requirements - Forecasting, Order Fulfillment

     4.1  [  ]
     4.2  Order Management: Solectron will also be responsible for [  ]

          4.3.1  Order Change Flexibility - NCR CSG currently measures [  ]

     4.4  Order  Responsiveness - [  ]

     4.5  Invalid Order Configurations - [  ]

     4.6  Shipment Records - Solectron will send shipment transaction data to
          NCR [ ]. This data will be used by NCR to update the World Wide
          Inventory Transfer System.

          4.6.1  [  ]

     4.7  Product Life Cycle Management   - New Product Introduction

          4.7.1  [  ]

                                    Page 65
<PAGE>
 
     4.8  Product Life Cycle Management - Product, Feature, Cable and Kit
          Discontinuation

          4.8.1  [  ]


5.0  Quality Performance

     Solectron shall meet the requirements set forth in Exhibit C for NCR CSG
     designed products.


6.0  New Product Introduction

     This New Product Introduction section defines the service level
     expectations associated with the release of a new product from engineering
     to manufacturing. [ ] Specific timelines for any project will be negotiated
     on a project-by-project basis.

     There are some common processes used in New Product Introduction as well as
     in Continuation Engineering. These processes may be documented in the
     Continuation Engineering section. All Solectron provided services
     documented in this section are expected to be provided at no additional
     cost to NCR.

     6.1  [  ]


          7.0 Continuation Engineering

          This Continuation Engineering section defines the service level
          expectations associated with maintaining a product through the normal
          production life cycle. There are some common processes used in New
          Product Introduction as well as in Continuation Engineering. These
          processes may be documented in the New Product Introduction section.

          Access to systems and data currently available is required in the
          execution of processes in this document. This is required to maintain
          and improve quality and productivity through electronic interfaces and
          automation.

          [  ]


8.0  Export and Import Compliance

     8.1  Solectron will be totally responsible for all import activities
          associated with materials that Solectron procures.

     8.2  Solectron will be the exporter of record for all
          products/components/subassemblies it ships to other Solectron
          organizations.

                                    Page 66
<PAGE>
 
     8.3  NCR will be the exporter of record for all products, components,
          subassemblies, software and documentation ordered by NCR or its
          affiliates for export from the country of manufacture - currently the
          United States and Ireland.

     8.4  The exporter of record will be separately accountable to the
          applicable government agencies for complying with all relevant
          regulations when importing or exporting Solectron products,
          components, subassemblies, software and documentation.

     8.5  At NCR's request, Solectron will provide NCR with complete Bill Of
          Materials (BOM) identifying country of origin and Solectron cost for
          each part or component separately integrated into its products. NCR
          will require this information where products manufactured in the
          United States are proposed for transactions involving the Agency for
          International Development (AID) or EX-IM Bank. Further, NCR may
          require this information to determine if products manufactured outside
          the US are subject export controls based on US parts content.


9.0  Customer Order, Shipment and Inventory System Requirements

     9.1  [  ]

10.0 Supply Line Management

     10.1 Supplier Base

          10.1.1 [  ]

     10.2 Commodity Responsibilities
         
          [  ]

     10.3 Engineering Support

          10.3.1 [  ]

     10.4 Continuous Improvement

          10.4.1 Solectron agrees to drive continuous improvement throughout all
                 aspects of the supplier relationship.

                                    Page 67
<PAGE>
 
Service level agreement

SECTION III: Solectron designed  products sourced and/or manufactured from
Solectron



This Statement of Work provides a general description of the deliverables
Solectron will provide for NCR, and the activities Solectron will perform for
NCR, related to new Product Introduction of Solectron engineered products.
Many of the interfaces and expectations for Solectron designed products will
remain consistent with those detailed in Section II: NCR-CSG Engineered
Products. These sections are noted below and will not be repeated in this
section.  Additional terms are as noted in the following sections.

     Applicable Sections from Section II

          Definition of Terms

          Customer Delivery Requirements

          Forecasting
          Order Management
          Order Change Flexibility
          Order Responsiveness
          Invalid Order Configurations
          Shipment Records
          Product Life Cycle Management - New Product Introduction
          Product Life Cycle Management - Product, Feature, Cable, and Kit
               Discontinuation

     Quality Performance

     Continuation Engineering

          Request for Change

          Stop Order / Stop Order Release

     Export and Import Compliance

     Customer Order, Shipment, and Inventory System Requirements

     Supply Line Management

     Continuous Improvement

1.0  Program Manager
     ---------------

NCR and Solectron shall each appoint a Program Manager and Technical Contact
(may be the same individual) who shall be responsible for all communications
with the other party, including those related to product qualification, testing,
and support.  Supplier program managers shall provide program and deliverables
schedules with updates on a regular basis as mutually agreed to by respective
program managers.

                                    Page 68
<PAGE>
 
2.0  Product Qualification and Acceptance (PQA) Procedure.
     ---------------------------------------------------- 

[  ]


3.0  New Product Planning
     --------------------

3.1  Participation in Roadmap Development and Product Definition

Solectron will provide regular presentations (on a TBD basis) to NCR of
potential and committed Roadmaps.  NCR will treat these as confidential
briefings but will have the ability  to share such roadmap information with
major accounts.  Solectron will use its best efforts to incorporate NCR feedback
into future Roadmaps, and to the extent NCR is funding the design work,
Solectron will incorporate NCR's feedback into the Roadmap.   In conjunction
with these reviews, NCR shall also participate in the architectural phase of
system development and in the definition of product content.


4.0  Support for New Product Introduction
     ------------------------------------

4.1  PC & ELS System Deliveries

[  ]



4.2  Prototype Deliveries

Prototype systems will be supplied to NCR by Solectron with quantity and
schedule to be negotiated on a program-by-program basis. Such units may include
custom components ("non-standard" adapters, colors, logos, labels, "generic"
versions of many components) and prototype releases of BIOS and other
Firmware/Software as necessary.


4.3  Production Deliveries

Production Models representing full production-ready systems (including BIOS and
other Firmware/Software) shall be provided to NCR by Solectron for final
verification with quantity and schedule to be negotiated on a program-by-program
basis. Production models for first article inspection by indirect channel
customer may also be required.  Such inspections will usually be performed on
Solectron premises and will require support of manufacturer's personnel


4.4  Certifications

Solectron shall perform operating System Certifications for  NT, Solaris, MP-RAS
(as appropriate) and other Ready-to-Run Operating Systems as defined by the
Product Requirements document.   Solectron shall put in place a process for
obtaining Operating System and Agency Certifications of NCR "special features"
(e.g., adapters that are not a part of the standard offering) as required. Such
certifications may include components that may be custom for special customers
(including indirect channel).

                                    Page 69
<PAGE>
 
Safety certifications shall be provided as indicated in Exhibit E of  this
Agreement.


4.5  Feature Management

[  ]


4.6  Technical Documentation

Solectron will provide NCR technical and end-user documentation [  ].  Both pre-
release and final release versions of the documentation will be made available
to NCR on a mutually agreed upon product-by- product schedule.  Solectron will
deliver end-user documentation in electronic Microsoft Word format in generic
format with references to COMPANY NAME or COMPANY product names  limited to the
following components:  book cover, preface, copyright, headers, and footers.
Exceptions are references to or publications for OEM products which will
continue to display the COMPANY name and/or logo.  NCR may order copies of
documentation which Solectron specifies as orderable under the same terms as
Products.

4.7 Product Packaging

Solectron will develop and provide shipping packaging to meet NCR requirements.
All Products will be packed by Solectron in accordance with generally accepted
industry standards, as well as other requirements set forth in the NCR packaging
specifications. Under no circumstances will Solectron utilize any packaging
material consisting in whole or in part of polystyrene foam manufactured through
a process using any of the following blowing agents: CFC-11, CFC-12, CFC-113,
CFC-114, OR CFC-115. In compliance with certain state statutes, Solectron
certifies that the packaging and/or packaging components associated with the
Products have been manufactured without the intentional addition of lead,
cadmium, mercury or hexavalent chromium. and that the sum concentration levels
of the four metals is less than 100 parts per million. Solectron will package
parts individually (except for small parts, such as screws) with appropriate
protective material to guarantee safe arrival (e.g., plug-in boards should be in
static controlled packaging and in foam-lined packs or padded cartons). Each box
will contain Products ordered under a single Purchase Order, but multiple boxes
may be placed in a larger container. Solectron will, when so requested by NCR
and without additional charge, provide and affix to each Product's packaging,
bar code labels as specified in Exhibit D.

4.8  Product Training

Solectron will provide Product training in the following areas:  [  ] .
Solectron authorizes NCR to video tape such  training events conducted for or
attended by NCR and grants to NCR a royalty-free license to duplicate and
distribute the tape and any related   training materials to NCR  associates and
NCR authorized sales, services, and support providers. NCR may also create
additional training using this information and materials.

4.9   NCR ID Capability

Solectron shall  maintain the capability to logo products per NCR's requirements
as well as the requirements of NCR's indirect channel customers.

                                    Page 70
<PAGE>
 
4.10 Manufacturing Deliverables to PRT / Feature Release Teams

Solectron shall [  ].

4.11 Continuation Engineering

Solectron is responsible for Continuation Engineering problem resolution and
life-cycle management for all NCR past, current, and future released Personal
Computers, Entry Level Servers and features.  Solectron  will  retain
Continuation Engineering responsibility for any new platforms / features
developed by Solectron and as released in the future.

4.12 Short Term Loaner

Equipment to Support New Product Introduction: Solectron will provide NCR with a
small number (typically 1 or 2) of new products (in this paragraph, new product
is defined as a New Product, Replacement Product or an existing product covered
by this Agreement that has an engineering change made to it) for a short term
"loan" period, typically not more than 1 week, to support new product
introductions. NCR and Solectron will agree on the financial inventory tracking
methodology to support this process; NCR currently uses the "request for NCR
built equipment" process to remove the product from manufacturing inventory and
the manufacturing representative to the PRT performs the necessary transactions
to return the product to manufacturing inventory. There are no refurbishment
charges associated with the return of these products unless they have been
damaged or require upgrade due to product changes which may have occurred during
the "loan" period.


5.0  Requirements for Certification of Operating Systems and Support for Server
Management Software:


5.1 Microsoft NT -

 .    Platforms must be on Microsoft NT Server, Back Office, Wolfpack, and
     Cluster Server Hardware Compatibility Lists for most recent versions of
     both NT Server and NT Server Enterprise Edition under the NCR system name,
     and must be designated in the HCLs as "Designed for Windows NT".

 .    Within [ ] of a new version of Windows NT (5.0 , NT 64-bit, etc.), existing
     platforms must appear on the above Compatibility Lists.

 .    Platform must conform to the "Hardware Design Guide for Microsoft Windows
     NT" published by Intel Corporation and Microsoft Corporation.

 .    Platforms must not require a specialized Hardware Abstraction Layer (HAL)
     for Windows NT. Platforms must be fully supported with a standard 
     Microsoft-delivered HAL within [ ]


5.2 Solaris

 .    Platforms must perform and pass Solaris Hardware Compatibility Tests (HCT)
     for most recent version of the operating system, and be included on Solaris
     Hardware Compatibility Lists for Solaris Intel Edition.

                                    Page 71
<PAGE>
 
 .    Within [ ] of a new version of Solaris, existing platforms must pass the
     HCT.

 .    Platforms must not require a specialized Hardware Abstraction Layer (HAL)
     for Solaris. Platforms must be fully supported by the shrink-wrapped
     Solaris OS within [ ]


5.3 NCR UNIX MP-RAS

 .    For Entry Level and Mid-Range platforms specified by NCR, tests will be run
     and test reports will be provided. NCR will provide test plans and test
     cases. NCR will provide and support unreleased peripheral boards for the
     testing, with the level of support, board type, and board quantity to be
     negotiated.

 .    [  ]


6.0 Major Bid Support

For certain major bids, NCR will require Solectron to provide commitments for
lead-time and capacity to support a large customer rollout of product. [  ]


7.0 Special Customer Engineering Request Support

[  ]

                                    Page 72
<PAGE>
 
SECTION IV: NCR Staging Definition and Implementation



[  ]

                                    Page 73
<PAGE>
 
                                                                       EXHIBIT G
                                                                       ---------


                          ELECTRONIC DATA INTERCHANGE
                          ---------------------------


1.    PURPOSE


1.1   Solectron and NCR Corporation desire to execute the transactions listed in
Attachment 1G ("Transactions") by transmitting and receiving the data sets
implementing those Transactions ("Documents") electronically rather than in
paper form, and to provide for the legal validity and enforceability of those
Documents.


1.2   Documents will be transmitted electronically to each party either as
specified in Attachment 1G directly or through any third party service provider
("Provider") with which either party may contract.  Either party may modify its
election to use, not use, or change a Provider thirty (30) days after written
notice under Section 7.2 has been accomplished.


2.    PREREQUISITES


2.1   We each must, at our respective expense, provide and maintain the
equipment, software, and services necessary to transmit, receive, store and
handle Documents under this Exhibit.  Charges specific to Third Party network,
if any, are outlined in Attachment 1G.


2.2   We each must implement security procedures (including those specified in
Attachment 1G, if any) which are reasonably designed to ensure that all Document
transmissions are authorized and to protect our respective business records from
improper access.


2.3   We each agree to adopt as a signature an electronic identification (e.g.,
a Duns Number) consisting of symbols or codes which will be transmitted with
each Document to authenticate that Document ("Signature").


2.4   The contacts for issues in this Exhibit are set out in Attachment 2G.


3.    DOCUMENT TRANSMISSIONS


3.1   All Document transmissions must conform to the standards listed in
Attachment 1G ("Standards").

                                    Page 74
<PAGE>
 
3.2   Unless the Standards specify otherwise, after receiving a Document, the
receiver must promptly electronically transmit a functional acknowledgment.  A
functional acknowledgment is conclusive evidence of receipt of a Document, but a
Document is not deemed to be transmitted under this Agreement except as Section
5.2 of this Exhibit provides.


3.3   The receiver of a garbled or unintelligible Document must promptly notify
the originator (if identifiable from the received Document) in a reasonable
manner.  If the receiver reasonably could have given that notice but did not,
the originator's records of the contents of that Document will control.


4.    TRANSACTION TERMS


4.1   Except to the extent a Document expressly provides otherwise, each
Transaction will be subject to this Exhibit and to the OEM Purchase and
Manufacturing Services Agreement ("Agreement"). If there is a conflict between
any term of this Exhibit and any term of the Agreement, the terms of this
Exhibit will control.


4.2   No information contained in any Document or otherwise exchanged between us
under this Exhibit is confidential except as provided for in this Exhibit, a
separate written agreement between us, or applicable law.


5.    VALIDITY AND ENFORCEABILITY DOCUMENTS


5.1   This Exhibit confirms our intent to enter into binding Transactions by
electronically transmitting and receiving the appropriate Documents.  Our
conduct under this Exhibit, including our use of Signed Documents, is for all
purposes a course of dealing and a course of performance which we accept in
furtherance of this Exhibit and any Transaction.


5.2   A Document has no effect under this Exhibit until (i) that Document is
intelligible at the receiver's Receipt Computer designated in Attachment 1G
except as provided in Section 3.3 above, and (ii) if the Transaction requires
acceptance of that Document, the originator of that Document has received the
corresponding acceptance Document.  Any electronic transmission which is not a
Document has no effect except to the extent specified in a separate written
agreement between us.


5.3   Any Document effective under Section 5.2 is for all purposes (i) a
"writing" and "in writing," and (ii) an "original" when printed from electronic
records established and maintained in the normal course of business.
Transmission of a Signature with a Document effective under Section 5.2 will be
sufficient to verify that the owner of the 

                                    Page 75
<PAGE>
 
Signature originated that Document ("Signed Document"). A Signed Document is for
all purposes "signed."


5.4   We each agree not to contest the validity or enforceability of any Signed
Document because of the electronic origination, transmission, storage, or
handling of that Signed Document.  We each agree that Signed Documents, if
introduced on paper in any judicial, arbitration, mediation, or administrative
proceeding, will be admissible to the same extent and under the same conditions
as other business records originated and maintained in documentary form.
Neither of us may contest the admissibility of copies of Signed Documents under
either the business records exception to the hearsay rule or the best evidence
rule on the basis that the Signed Documents were originated and maintained in
electronic form.


6.    TERMINATION


6.1   This Exhibit will be effective until one of us terminates it by giving the
other at least 30 days prior written notice under Section 6.2 specifying the
effective date of termination.  No termination of this Exhibit will affect our
respective rights or obligations arising under any Document or otherwise under
this Exhibit before the effective date of termination.


6.2   Written notices under this Exhibit shall be directed to:


NCR Corporation               Solectron
Contact:                      Contact:


[  ]


6.3   Attachment 1G may be revised by both parties executing a revised version
which will supersede and replace the previous version.  This Exhibit does not
obligate either of us to enter into any Transaction.

                                    Page 76
<PAGE>
 
                                 ATTACHMENT 1G



                    STANDARDS, DOCUMENTS, RECEIPT COMPUTERS,

                 THIRD PARTY NETWORKS, AND SECURITY PROCEDURES



[  ]

                                    Page 77
<PAGE>
 
                                                                       EXHIBIT H
                                                                       ---------


                          NCR AND THIRD PARTY SOFTWARE
                          ----------------------------


                               FORM OF AGREEMENT


     This NCR and Third Party Software Agreement ("Agreement") is made and
entered into this ____ day of _________, 19___ ("Effective Date") by and between
NCR Corporation, a Maryland corporation and its subsidiaries ("NCR") and
Solectron Corporation, a Delaware corporation and its subsidiaries("Solectron").


Recitals


     Whereas, NCR owns or has licensed certain software product(s) as described
in Exhibit A below ("TP Software"); and


     Whereas, NCR desires to have Solectron install the TP Software on NCR
Products or Parts and/or ship TP Software packages with of NCR's Products or
Parts;


     Now, Therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


Agreement


1.   Definitions.
     ------------


     a.   "APM" or "Associated Product Materials" shall mean materials specified
by Microsoft to be distributed as part of TP Software which may include a
certificate of authenticity, an end user license agreement, an Microsoft product
registration card, and/or other materials designated by Microsoft.


     b.   "Authorized Replicator" shall mean a third party approved by Microsoft
from which NCR has acquired TP Software reproduced in accordance with Microsoft
specifications.


     c.   "MS/OEM License" shall mean the OEM License Agreement between NCR and
Microsoft under which NCR licenses some of the TP Software from Microsoft.

                                    Page 78
<PAGE>
 
     d.   "TP Software Packages" shall mean Microsoft TP Software documentation,
TP Software, and/or APM as received from NCR, or an Authorized Replicator on
behalf of NCR.


     e.   All other capitalized terms will have the meaning given to them in the
OEM Purchase and Manufacturing Services Agreement between NCR and Solectron
dated _________.


2.   Solectron Obligations and License.
     ----------------------------------


     a.   Subject to the terms and conditions of this Agreement, Solectron
shall, as specifically directed by NCR: (i) install the TP Software in object
code form on specific NCR Product models using the installation utilities and
master copy of TP Software provided by NCR, (ii) distribute TP Software with
Products.


     b.   Installation and/or packaging of TP Software shall be performed by
Solectron employees or contractors only at the specific Solectron premises
indicated in Section 11.


     c.   Solectron shall deliver the Products with installed TP Software only
on behalf of NCR in accordance with NCR's instructions.


     d.   Solectron shall halt reproduction of TP Software or any specific
version, or product thereof upon notice from NCR.  Upon receipt of such notice,
Solectron shall not use nor employ such TP Software as part or portion of any
product that Solectron may use, sell, assign, lease, license or transfer to
third parties unless permitted to do so under a separate agreement.  Solectron
shall cease and desist from all use of such TP Software's name(s) and associated
trademark(s) and, upon request, deliver to NCR or its authorized representatives
or destroy all material upon which such TP Software's name(s) and the associated
trademark(s) appear. Solectron shall be compensated for its direct, out of
pocket costs in connection with halting reproduction of such TP Software, except
in the case of breach of this Agreement by Solectron.


     e.   Solectron shall not reverse engineer, decompile or disassemble any TP
Software.


     f.   Solectron will strictly comply with any requirements related to
licensing the TP Software such as special installation instructions or placing a
notice over either the Product power switch in the "off" position or the power
inlet connector which informs the end user that turning on the Product indicates
acceptance of the terms of the end user license agreement, or such other
procedure as is authorized by NCR.

                                    Page 79
<PAGE>
 
     g.   Solectron shall maintain the inventory of any such TP Software
received on behalf of NCR, separate from inventory of similar TP Software, if
any, in Solectron's possession.


3.   TP Software Owned by Microsoft.
     -------------------------------


The following terms shall also apply to TP Software owned by Microsoft.


[  ]


4.   Copyright and Patent Notices.  Solectron will not remove, modify, or
     -----------------------------                                       
obscure any copyright, trademark or patent notices that appear in or on the TP
Software or its packaging as delivered.


5.   Term.  This Agreement shall commence on the Effective Date and continue
     -----                                                                  
until the earlier of (i) termination by NCR pursuant to Section 6; or (ii)
_________________.


6.   Default and Termination.
     -------------------------


     a.   NCR may terminate this Agreement if any of the following events of
default occur: (i) if Solectron materially fails to perform or comply with any
provision of this Agreement; (ii) if Solectron makes TP Software available
separately from NCR's Products; (iii) if Solectron becomes insolvent, enters
bankruptcy, reorganization, composition or other similar proceedings under
applicable laws, whether voluntary or involuntary, or admits in writing its
inability to pay its debts, or makes or attempts to make an assignment for the
benefit of creditors; or (iv) upon notice from Microsoft to NCR that NCR shall
cease use of  Solectron.


     b.   Termination resulting from default as outlined in this Section shall
be effective upon notice to Solectron, except that in the case of Section
10(a)(iii), termination shall be effective upon notice or as soon thereafter as
is permitted by applicable law.


7.   Obligations Upon Termination.  Within ten (10) days after the earlier of:
     -----------------------------                                            
(i) termination or expiration of this Agreement; or (ii) notice to Solectron
from NCR MS of termination or expiration of the MS/OEM License, Solectron shall
return the installation "master" and any TP Software in its possession or under
its control to NCR.  From and after termination or expiration, Solectron shall
not use nor employ any TP Software as part or portion of any product that
Solectron may use, sell, assign, lease, license or transfer to third parties
unless permitted to do so under a separate agreement.  Solectron shall cease and
desist from all use of any TP Software's name(s) and associated trademark(s)
and, upon request, deliver to NCR or its authorized 

                                    Page 80
<PAGE>
 
representatives or destroy all material upon which the TP Software's name(s) and
the associated trademark(s) appear.


8.   Confidentiality.  Solectron shall keep confidential the TP Software
     ----------------                                                   
installation tools and materials contained in the TP Software installation kit,
the terms and conditions of this Agreement, and other non-public information and
know-how related to the TP Software disclosed to Solectron by NCR, and Solectron
will make no use of such materials, information and know-how except for
Solectron's internal use in accordance with the terms of this Agreement.
Solectron may disclose the terms and conditions of this Agreement in confidence
to its immediate legal and financial consultants as required in the ordinary
course of Solectron's business.


9.   Audits.
     ------


     a.   During the term of this Agreement, Solectron agrees to keep all usual
and proper records and books of account and all usual and proper entries
relating to the compliance with this Agreement.  Solectron shall maintain on
Solectron premises such records for itself and for each Solectron subsidiary
which exercises rights under this Agreement.


     b.   In order to verify statements issued by Solectron and Solectron's
compliance with the terms of this Agreement and any third party or governmental
audit requirements, NCR may cause (i) an audit to be made of Solectron's and/or
Solectron's subsidiaries' books and records and/or (ii) an inspection to be made
of Solectron's and/or Solectron's subsidiaries' facilities and procedures.  Any
audit and/or inspection shall be conducted during regular business hours at such
facilities, with or without notice.  Any audit may be conducted by NCR or an
independent certified public accountant selected by NCR (other than on a
contingent fee basis).


     c.   Solectron agrees to provide NCR' designated audit or inspection team
access to the relevant Solectron records and facilities.


     d.   Prompt adjustment shall be made to compensate for any errors or
omissions disclosed by such audit unless Solectron objects to the results of the
audit in writing.  Any such audit shall be paid for by NCR unless material
discrepancies are disclosed.  "Material" shall mean the lesser of $10,000.00 or
five percent (5%) of the amount that was reported.  If material discrepancies
are disclosed, Solectron agrees to pay NCR for the reasonable costs associated
with the audit..  In no event shall audits be made more frequently than semi-
annually unless the immediately preceding audit disclosed a material
discrepancy.

                                    Page 81
<PAGE>
 
10.  MS as Third Party Beneficiary.
     ------------------------------


     a.   The parties agree that their respective promised performances under
this Agreement are intended for the benefit of Microsoft Corporation and any
other owner of the TP Software ("Third Party Beneficiaries").  For this reason,
the parties further agree that the Third Party Beneficiaries have the right to
enforce the parties' performance of their respective obligations and duties
under this Agreement, and pursuant to such right, may sue to enforce any claim
for breach of this Agreement.


     b.   The Third Party Beneficiaries' right to enforce the obligations of a
party to this Agreement shall not be subject to any defenses that such party may
have against the party to whom performance is promised.


11.  Notices.
     ---------


     (a) Except as otherwise specifically provided herein, notices and other
communications will be delivered by any method providing for proof of delivery,
except that a notice of default or termination may be delivered by facsimile
transmission if the original document is also promptly delivered to the
recipient.  A notice will be deemed given on the date of receipt at the
following address(es):


          Solectron:                          NCR:
          ----------                          ----



     (b) The work to be performed under this Agreement will take place at
Solectron's premises located at (or such other location as NCR and Solectron
shall agree to from time to time):


          ______________________________________
          ______________________________________
          ______________________________________
          ______________________________________
          Telephone:____________________________
          Fax:__________________________________

                                    Page 82
<PAGE>
 
12.  Controlling Law; Attorneys' Fees  Arbitration.
     ----------------------------------------------


     a.   This Agreement shall be construed and controlled by the laws of the
State of New York, and.


     b.   Process may be served on either party by U.S.A. mails, postage
prepaid, certified or registered, return receipt requested or sent by air
express courier, charges prepaid, as well as any other method or procedure
authorized by applicable law or court rule.


     c.   In the event that NCR employ attorneys to enforce any rights arising
out of or relating to this Agreement, Solectron agrees to pay such attorneys'
fees.


     d.   In the event any controversy or claim arises between the parties to
this Agreement, they will attempt in good faith to negotiate a solution to their
differences by elevating the issue to senior management for resolution and, if
negotiation does not result in a resolution within 30 days, they agree to
participate in good faith mediation as administered by the American Arbitration
Association.  In the event of threatened or actual irreparable harm, a party may
elect to bypass this Section and proceed directly pursuant to Section 12(g).


     e.   Any controversy or claim between the parties to this Agreement,
whether based on contract, tort, statute, or other legal theory (including but
not limited to any claim of infringement, fraud or misrepresentation), which
cannot be resolved by negotiation or mediation will be resolved by arbitration
pursuant to this section and the then-current Commercial Rules and supervision
of the American Arbitration Association.  The duty to arbitrate will extend to
any employee, officer, shareholder, agent, or affiliate of a party hereto making
or defending a claim which would be subject to arbitration if brought by a party
hereto.  If any part of this section is held to be unenforceable, it will be
severed and will not affect either the duty to arbitrate hereunder or any other
part of this section.


     f.   The arbitration will be held in the US headquarters city of the party
not initiating the claim before a sole arbitrator who is knowledgeable in
business information and electronic data processing systems.  The arbitrator's
award will be final and binding and may be entered in any court having
jurisdiction thereof.  The arbitrator will not have the power to award any
damages excluded by, or in excess of, any damage limitations expressed in this
Agreement.  Issues of arbitrability will be determined in accordance solely with
the federal substantive and procedural laws relating to arbitration; in all
other respects, the arbitrator will be obligated to apply and follow the
substantive law of the state or nation specified in this Agreement.  Each party
will bear its own attorney's fees associated with the arbitration and other
costs and expenses of the arbitration will be borne as provided by the rules of
the American Arbitration Association.

                                    Page 83
<PAGE>
 
     g.   If a party breaches any provision of this Agreement related to its or
its supplier's intellectual property, the other party will have no adequate
remedy at law and may petition a court of law for injunctive relief to protect
the intellectual property.


13.  Export Restrictions.  Solectron agrees that it will not export or re-export
     --------------------                                                       
TP Software to any country, person, entity or end user subject to U.S.A. export
restrictions.  Restricted countries currently include, but are not necessarily
limited to Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro, U.N.
Protected Areas and areas of Republic of Bosnia and Herzegovina under the
control of Bosnian Serb forces), Iran, Iraq, Libya, North Korea, and Syria.
Solectron warrants and represents that neither the U.S.A.  Bureau of Export
Administration nor any other federal agency has suspended, revoked or denied
Solectron's export privileges.


14.  Miscellaneous.
     --------------


     a.   Notwithstanding any other limitation, Solectron shall indemnify,
defend and hold NCR harmless from and against all liability (including attorneys
fees, costs and expenses resulting from any and all claims by third parties or
violations of NCR's intellectual property rights arising from or related to any
breach of this Agreement by Solectron.


     b.   No assignment of this Agreement by Solectron will be valid without the
prior written consent of NCR which will not be unreasonably withheld.  As used
in this Section, "assignment" shall include mergers or consolidations
(regardless of whether the party is the surviving person) or the acquisition of
more than 10% of the outstanding voting shares or other controlling interest in
the party.  This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns.  NCR may
replicate this Agreement to any NCR business unit that operates under it that
NCR divests itself of.


     c.   If any provision of this Agreement shall be held to be illegal,
invalid, or unenforceable, the remaining provisions shall remain in full force
and effect provided the intent of the parties has not been materially
frustrated.


     d.   This document sets out the entire agreement of the parties, and
supersedes all prior communications regarding its subject matter. A waiver or
amendment of any provision may only be made in writing signed by the authorized
representatives of both parties.


In Witness Whereof, the parties have executed this Agreement as of the date set
forth above on their own behalf and for the benefit of MS.  All signed copies of
this Agreement shall be deemed originals.

                                    Page 84
<PAGE>
 
NCR: ________________________   Solectron: ______________________



______________________________________________________________________
By (Signature)                                    By (Signature)


______________________________________________________________________
Name (Print)                                       Name (Print)


______________________________________________________________________
Title                                         Title


_____________________________________________________________________
Date                                          Date

                                    Page 85
<PAGE>
 
                                   EXHIBIT A
                                   ---------


                                  TP Software
                                  -----------

                                    Page 86
<PAGE>
 
                                                                       EXHIBIT I
                                                                       ---------


                                   YEAR 2000
                                   ----------


                                      NCR

                                   Year 2000

                     Qualification Requirements Definition


                                  Version 2.1

                                     4/2/97



Document Title: Year 2000 Qualification Requirements Definition

Document Owner:  Freddy J. Worthington

Organization Name:  Corporate Technology

Telephone Number:  (937)-445-1455

VoicePlus Number:  622-1455

e-mail:  freddy.worthington@daytonoh.ncr.com

                                    Page 87
<PAGE>
 
                              Change Control Page


                                        


 
---------------------------------------------------------------------------------------
NCR                                                 NUMBER:              DATE:
Year 2000 Qualification Requirements                REVISION:
                                                                    
Definition                                            2.1                4/2/97
---------------------------------------------------------------------------------------




    Revision          Date                Description                                                    Approval
------------------------------------------------------------------------------------------------------------------------
                                                                                              
       1.0          11/13/96   Original Issue                                                          Y2K Solution Team
------------------------------------------------------------------------------------------------------------------------ 
       2.0           3/12/97   .  Wording changes made to synchronize with warranty language and       Y2K Solution Team
                                  to address general qualification.
                               .  Qualification assumes use of date expansion with convention
                                  being a documented exception.
------------------------------------------------------------------------------------------------------------------------ 
       2.1            4/2/97   .  Modified VII Contracts statement                                     Y2K Solution Team
                                  Deleted OS & APPLICATION Question: "Dependent on other products
                                  being Year 2000 Qualified in order to attain Qualification"
------------------------------------------------------------------------------------------------------------------------ 
------------------------------------------------------------------------------------------------------------------------ 
------------------------------------------------------------------------------------------------------------------------ 
------------------------------------------------------------------------------------------------------------------------ 
------------------------------------------------------------------------------------------------------------------------ 
------------------------------------------------------------------------------------------------------------------------ 
------------------------------------------------------------------------------------------------------------------------ 
------------------------------------------------------------------------------------------------------------------------ 
 

                                    Page 88
<PAGE>
 
                        NCR and Year 2000 Qualification


Meaning of "Year 2000 Qualification"

The purpose of this document is to provide NCR's customers, partners, suppliers,
and employees a definition for Products that are "Year 2000 Qualified." This
document will evolve over time as more information about the requirements and
testing are known.


I.  "Year 2000 Qualification" means that a Product has been reviewed to confirm
that it stores, processes (including sorting and performing mathematical
operations), inputs, and outputs data containing date information correctly
regardless of whether the data contains dates before, on, or after January 1,
2000.  Products which do not perform date manipulation, and which do not alter
any date information that flows through them, are also considered Year 2000
Qualified.


II.  Specifically:

Dates before, on or after January 1, 2000 may be interpreted and stored using
either "FORMAT" or "CONVENTION" techniques.  As used by NCR, "Year 2000
Qualification" means that the FORMAT technique is used.  However, Qualification
by CONVENTION may be used in circumstances where compliance by FORMAT is
impractical, or where CONVENTION is required to meet specific external interface
requirements; in that case the convention used must be specifically documented.
"FORMAT" and "CONVENTION" have the following definitions:


FORMAT: All dates are stored, processed, input, and output in formats that
preserve century, decade, and year information.


CONVENTION: Dates are stored, input, or output in a format that preserves only
decade and year information, but are processed through a "sliding window"
calculation.  For example, if the year is 00 to 70, add 2000, and if the year is
71 to 99, add 1900.  There is no industry standard for the "cut-off" date used
in such calculations, and therefore interfaces may not work correctly between
programs or systems using different conventions.  Any Product achieving
Qualification through CONVENTION must clearly document the cut-off date and any
other necessary information relating to the bridging calculation used.  This
documentation must be included in the product's entry in the NCR Year 2000
Qualification List.


III.  Leap Year

The year 2000 itself must be correctly processed as a leap year.  In other
words, the two days following February 28, 2000 must properly be interpreted as
Tuesday, February 29, 2000, and Wednesday, March 1, 2000.

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IV.  Display

Any display of a date, whether on screens or in reports, should use a four-digit
year (YYYY).  However, if two-digit display of a date is commonly accepted and
does not cause confusion, the year field may be displayed as two digits.


V.  Firmware and Hardware

Any firmware, hardware, or networking component in a Year 2000 Qualified
computer platform must process dates in accordance with this Definition.


Vl.  System Integration

Year 2000 Qualification extends only to the specific product configuration
tested, and does not include other software, firmware, or hardware products
which may be used in conjunction with the tested configuration.  For a Product
configuration consisting of multiple components to be considered "Year 2000
Qualified," each constituent component, regardless of vendor, must be "Year 2000
Qualified" in accordance with this Definition, and the system as a whole must be
tested for Year 2000 Qualification.  "Constituent components" include all
software (including operating systems, programs, packages, and utilities),
firmware, hardware, networking components, and peripherals provided as part of
the configuration.


Vll.  Contracts

All contracts with vendors for products to be used in the computer system or
platform MUST state that Year 2000 Qualification is a performance requirement.


VIII.  Year 2000 Product Qualification Requirements

All of the following questions must be answered as indicated or "NA" for any
Product to be identified as "Year 2000 Qualified."  Any deviations from these
responses must be specifically documented, and approved by NCR.

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     [x]                                           DATE MANIPULATION QUESTIONS                                 NA      No      Yes
                                                                                                                      

           Does the product:
1.         Use December 31, 1999 as a regular end of year without special meaning?                                              X  
2.         Treat September 9, 1999 as a regular day with no special meaning?                                                    X  
3.         Do any of the following date field manipulations?                                                           X  
4.         .  99 indicates last record                                                                                 X  
5.         .  00 to indicate a null record                                                                             X  
6.         .  99 and 00 default values                                                                                 X  
7.         .  Special interpretations of 00                                                                            X  
8.         .  Hard coded 19 in 4-digit year field                                                                      X  
9.         .  Separate manipulations of century digits                                                                 X  
10.        Include any license date expiries associated with the end of 1999?                                          X  
11.        Use dates in name constructions?                                                                            X  
12.        Mix date data and control information in commands or flags which are interpreted as one                     X  
           or the other depending on their values?
13.        Use a date as part of the key of an indexed file?                                                           X  
 

                                                  YEAR AND CENTURY QUESTIONS                                   NA      No      Yes
 
           Does the product:
1.         Recognize 2000 as a leap year?                                                                                       X  
2.         Allow itself to be set to any date after 12/31/1999 including 02/29/2000?                                            X  
3.         Indicate the correct day, date and time when the following test is performed:                                        X  
           With the date set to 12/31/1999, power the product off and then back on when           
           the time will be in 1/1/2000.                                                          
4.         Indicate the correct day, date, and time when the following test is performed:                                       X  
           With the date set to some time after 1/1/2000, power the product off and back          
           on.                                                                                    
5.         Display the date correctly as 2/29/2000 when the following test is performed:                                        X  
           With the date set to 2/28/2000, power the product off, and then back on when           
           the next day has been reached.                                                         
6.         Treat January 1, 2000, a Saturday?                                                                                   X  
7.         Treat February 29, 2000, a Tuesday?                                                                                  X  
8.         Treat March 1, 2000, a Wednesday?                                                                                    X  
9.         Treat February 28, 2001, a Wednesday?                                                                                X  
10.        Treat March 1, 2001, a Thursday?                                                                                     X  


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                                  DATA BASE ACCESS AND STORAGE                                                 NA      No      Yes
                                                                                                                      

        Does the product:
1.      Code all years as in a manner that preserves century, decade, and year                                                  X
        information?
2.      Correctly perform all of the following manipulations across the century                                                 X
        boundary?
3.      .  Computations of time spans, due-dates, etc.                                                                          X
4.      .  Sorting of data.                                                                                                     X
5.      .  Selections based on key fields                                                                                       X
6.      .  Selections based on non-key fields                                                                                   X


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                                   OS & APPLICATION QUESTIONS                                                  NA      No      Yes
                                                                                                                      

        Does the product:
1.      Display the year as an unambiguous value with a minimum of two digits?                                                  X
2.      Correctly handle data with dates before 1/1/2000, on 1/1/2000 and after                                                 X
        1/1/2000 with the system clock set to today's date?
3.      Correctly handle data with dates before 1/1/2000, on 1/1/2000 and after                                                 X
        1/1/2000 with the system clock set to 1/1/2000?
4.      Correctly handle data with dates before 1/1/2000, on 1/1/2000 and after                                                 X
        1/1/2000 with the system clock set after 1/1/2000?
5.      Correctly handle data with dates before 1/1/2000, on 1/1/2000 and after                                                 X
        1/1/2000 with the system clock set to 12/31/1999?
6.      Correctly process dates with the system clock set to 12/31/1999 and processing                                          X
        allowed to continue across the century boundary?
7.      Correctly handle date comparisons where one date is not greater than 12/31/1999                                         X
        and the other date is not less than 1/1/2000?
8.      Use a sliding window for year calculations?                                                                     X
9.      Contain a date format that does not preserve century information?                                               X
10.     Create and/or store data in files or log files or, or generate reports that do                                  X
        not preserve century information in date fields?
11.     Use a 32 bit incrementing signed value for date and time?                                                       X
12.     Correctly set and maintain the century digits in the real time clock, if the                                    X
        product uses "AT"-class PC's (286 through Pentiums and clones), does the
        operating system or your system software correctly set and maintain the century
        digits in the real-time-clock?
13.     Correctly handle all time interval calculations based on the century transition                                         X
        - both looking back into the past, and looking forward into the future?
14.     Correctly handle future time interval calculations that span the century                                                X
        transition?
15.     If required, correctly handle date and time interval calculations based on the                                          X
        use of data previously stored by the product or previous versions of the
        product?
16.     Formally tested for year 2000 Qualification?                                                                            X


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