Dated 26 November 2002 RICHARDSON ELECTRONICS LIMITED as Chargor in favour of BANK ONE, NA as Administrative Agent DEBENTURE AB London CONTENTS

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Clauses

1. DEFINITIONS AND INTERPRETATION

The Chargor will not, without the prior consent of the Administrative Agent, grant or agree to grant (whether in exercise or independently of any statutory power) any lease or tenancy of the Real Property or any part of it or accept a surrender of any lease or tenancy or confer upon any person any contractual licence or right to occupy the Real Property.

The Chargor will permit the Administrative Agent and any person nominated by it at all reasonable times to enter upon any part of the Real Property and view the state of it.

The Chargor shall maintain from time to time in full force and effect all, or promptly remedy any defect in any, wayleaves which are material in the context of the Charged Property.

The Chargor shall:

(a) as soon as practicable obtain and maintain all Environmental Licences to enable it to perform its obligations under any Document;

(b) comply in all material respects with:

(i) the terms and conditions of such Environmental Licences; and

(ii) all other applicable Environmental Law,

in both cases to the extent they apply to the Charged Property; and

(c) promptly upon receipt of the same, notify the Administrative Agent of any claim, notice or other communication served on it relating to any actual or alleged breach of or failure to comply with any Environmental Law or Environmental Licence which if substantiated might have a Material Adverse Effect.

The Chargor shall:

(a) make such registrations and pay such fees, registration taxes and similar amounts as are, in the chargor's reasonable judgment, appropriate and necessary to keep its Intellectual Property in force;

(b) take such steps as are necessary (including the institution of legal proceedings) to prevent third parties infringing its Intellectual Property and (without prejudice to paragraph (a) above) take all other steps which are reasonably practicable to maintain and preserve its interests in its Intellectual Property; and

(c) not, without the prior consent of the Administrative Agent (not to be unreasonably withheld or delayed):

(i) sell, transfer, license or otherwise dispose of all or any part of its Intellectual Property; or

(ii) permit any Intellectual Property which is registered to be abandoned or cancelled, to lapse or to be liable to any claim of abandonment for non-use or otherwise (where such lapse or abandonment would have an Material Adverse Effect).

Notwithstanding any assignment contained in this Debenture:

(a) the Administrative Agent will not be obliged to make any enquiry as to the nature or sufficiency of any payment made in respect of the Charged Agreements or make any claim or take any other action to collect any moneys or to enforce any of the rights, title, interest or benefits assigned under this Debenture or to which the Administrative Agent may at any time be entitled pursuant to this Debenture;

(b) the Chargor will remain liable to perform all its obligations in respect of the Charged Agreements and the Administrative Agent will not be under any obligation of any kind whatsoever in respect of the Charged Agreements or be under any liability whatsoever in the event of any failure by the Chargor to perform its obligations in respect of the Charged Agreements; and

(c) prior to the occurrence of an Event of Default, the Chargor shall continue to be entitled to exercise all rights and powers as the Chargor may have with respect to the Charged Agreements.

After the occurrence of an Event of Default, the Administrative Agent (or any Receiver) may at any time, without limitation and in addition to any other powers conferred by this Debenture:

(a) exercise all or any of the Chargor's rights and powers under or in respect of each Charged Agreement to the exclusion of the Chargor;

(b) recover by legal process all sums of money payable under the Charged Agreements and give a good receipt therefor on behalf of the Chargor; and/or

(c) do such acts, deeds and things as the Administrative Agent may reasonably consider necessary or proper for or in relation to any of the above-mentioned rights and powers.

After the occurrence of an Event of Default (as long as it is continuing), the security created by or pursuant to this Debenture is immediately enforceable and the Administrative Agent may, without notice to the Chargor or prior authorisation from any court, in its absolute discretion:

(a) enforce all or any part of that security (at the times, in the manner and on the terms it thinks fit) and take possession of and hold or dispose of all or any part of the Charged Property; and

(b) whether or not it has appointed a Receiver, exercise all or any of the powers, authorities and discretions conferred by the Law of Property Act 1925 (as varied or extended by this Debenture) on mortgagees and by this Debenture on any Receiver or otherwise conferred by law on mortgagees or Receivers.

Neither the Administrative Agent nor any Receiver shall be liable to account as a mortgagee in possession in respect of all or any part of the Charged Property or be liable for any loss upon realisation or for any neglect, default or omission in connection with the Charged Property to which a mortgagee in possession might otherwise be liable.

If the Administrative Agent enforces the security constituted by this Debenture at a time when no amounts are due under the Documents but at a time when amounts may or will become so due, the Administrative Agent (or the Receiver) may pay the proceeds of any recoveries made by it into an Assigned Account.

After the occurrence of an Event of Default, the Administrative Agent may:

(a) redeem any prior Security against any Charged Property;

(b) procure the transfer of that Security to itself; and/or

(c) settle and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so settled and passed shall be conclusive and binding on the Chargor.

All principal moneys, interest, costs, charges and expenses of and incidental to any such redemption and/or transfer shall be paid by the Chargor to the Administrative Agent on demand.

To the fullest extent permitted by law, any right, power or discretion conferred by this Debenture (either expressly or impliedly) upon a Receiver of the Charged Property may, after the security created by this Debenture becomes enforceable, be exercised by the Administrative Agent in relation to any Charged Property without first appointing a Receiver or notwithstanding the appointment of a Receiver.

The power of sale or other disposal conferred on the Administrative Agent and on any Receiver by this Debenture shall operate as a variation and extension of the statutory power of sale under Section 101 of the Law of Property Act 1925 and such power shall arise (and the Secured Obligations shall be deemed due and payable for that purpose) on execution of this Debenture.

The restrictions contained in Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this Debenture or to the exercise by the Administrative Agent of its right to consolidate all or any of the security created by or pursuant to this Debenture with any other security in existence at any time or to its power of sale, which powers may be exercised by the Administrative Agent without notice to the Chargor on or at any time after the occurrence of an Event of Default (which is continuing).

The statutory powers of leasing may be exercised by the Administrative Agent at any time on or after the occurrence of an Event of Default and the Administrative Agent and any Receiver may make any lease or agreement for lease, accept surrenders of leases and grant options on such terms as it shall think fit, without the need to comply with any restrictions imposed by Sections 99 and 100 of the Law of Property Act 1925.

After the occurrence of an Event of Default or if a petition is presented for the making of an administration order in relation to the Chargor or if requested to do so by the Chargor, the Administrative Agent may by deed or otherwise (acting through an authorised officer of the Administrative Agent), without prior notice to the Chargor:

(a) appoint one or more persons to be a Receiver of the whole or any part of the Charged Property;

(b) remove (so far as it is lawfully able) any Receiver so appointed; and

(c) appoint another person(s) as an additional or replacement Receiver(s).

Each person appointed to be a Receiver pursuant to Clause 19.1 (Appointment and Removal) shall be:

(a) entitled to act individually or together with any other person appointed or substituted as Receiver;

(b) for all purposes deemed to be the agent of the Chargor which shall be solely responsible for his acts, defaults and liabilities and for the payment of his remuneration and no Receiver shall at any time act as agent for any Secured Party; and

(c) entitled to remuneration for his services at a rate to be fixed by the Administrative Agent from time to time (without being limited to the maximum rate specified by the Law of Property Act 1925).

The powers of appointment of a Receiver shall be in addition to all statutory and other powers of appointment of the Administrative Agent under the Law of Property Act 1925 (as extended by this Debenture) or otherwise and such powers shall remain exercisable from time to time by the Administrative Agent in respect of any part of the Charged Property.

Every Receiver shall (subject to any restrictions in the instrument appointing him but notwithstanding any winding-up or dissolution of the Chargor) have and be entitled to exercise, in relation to the Charged Property (and any assets of the Chargor which, when got in, would be Charged Property) in respect of which he was appointed, and as varied and extended by the provisions of this Debenture (in the name of or on behalf of the Chargor or in his own name and, in each case, at the cost of the Chargor):

(a) all the powers conferred by the Law of Property Act 1925 on mortgagors and on mortgagees in possession and on receivers appointed under that Act;

(b) all the powers of an administrative receiver set out in Schedule 1 to the Insolvency Act 1986 (whether or not the Receiver is an administrative receiver);

(c) all the powers and rights of an absolute owner and power to do or omit to do anything which the Chargor itself could do or omit to do; and

(d) the power to do all things (including bringing or defending proceedings in the name or on behalf of the Chargor) which seem to the Receiver to be incidental or conducive to (i) any of the functions, powers, authorities or discretions conferred on or vested in him or (ii) the exercise of the Collateral Rights (including realisation of all or any part of the Charged Property) or (iii) bringing to his hands any assets of the Chargor forming part of, or which when got in would be, Charged Property.

All moneys received or recovered by the Administrative Agent or any Receiver pursuant to this Debenture or the powers conferred by it shall (subject to the claims of any person having prior rights thereto and by way of variation of the provisions of the Law of Property Act 1925) be applied first in the payment of the costs, charges and expenses incurred and payments made by the Receiver, the payment of his remuneration and the discharge of any liabilities incurred by the Receiver in, or incidental to, the exercise of any of his powers, and thereafter shall be applied by the Administrative Agent (notwithstanding any purported appropriation by the Chargor) first, in or towards payment of any unpaid costs and expenses of the Administrative Agent and second, in or towards payments of any amount due by the Chargor under the Documents and finally, following satisfaction of the Secured Obligations, to the Chargor.

Any monies received in connection with the security comprised in this Debenture may be placed to the credit of an interest bearing suspense account of the Administrative Agent with a view to preserving the rights of the Secured Parties to sue or prove for the whole of their respective claims against the Chargor or other person liable.

If at any time after satisfaction of the Secured Obligations the Administrative Agent holds any surplus money payable to the Chargor, those monies shall not carry interest and may be placed to the credit of an account in the name of the Chargor with a bank. The Secured Parties shall thereupon be under no further liability in respect thereof.

The receipt of the Administrative Agent or any Receiver shall be conclusive discharge to a purchaser and, in making any sale or disposal of any of the Charged Property or making any acquisition, the Administrative Agent or any Receiver may do so for such consideration, in such manner and on such terms as it thinks fit.

No purchaser or other person dealing with the Administrative Agent or any Receiver shall be bound to inquire whether the right of the Administrative Agent or such Receiver to exercise any of its powers has arisen or become exercisable or be concerned with any propriety or regularity on the part of the Administrative Agent or such Receiver in such dealings.

The Chargor by way of security irrevocably appoints the Administrative Agent and any Receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for:

(a) carrying out any obligation imposed on the Chargor by this Debenture (including, without limitation, the execution and delivery of any deeds, charges, assignments, mortgages or other security and any transfers of the Charged Property and to execute, seal, deliver or otherwise perfect or complete any transfer or other documents and in relation to any uncertificated securities, to send or procure the sending of such properly authenticated instructions addressed to the Operator of a relevant system which the Administrative Agent may require to perfect title to any of the Charged Property);

(b) enabling the Administrative Agent and any Receiver to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Debenture or by law (including, after the occurrence of an Event of Default, the exercise of any right of a legal or beneficial owner of the Charged Property).

The Chargor shall ratify and confirm all things done and all documents executed by any attorney in the exercise or purported exercise of all or any of his powers.

The security created by or pursuant to this Debenture shall remain in full force and effect as a continuing security for the Secured Obligations unless and until discharged by the Administrative Agent.

The security created by or pursuant to this Debenture and the Collateral Rights shall be cumulative, in addition to and independent of every other security which the Administrative Agent or any Secured Party may at any time hold for the Secured Obligations or any other obligations or any rights, powers and remedies provided by law. No prior security held by the Administrative Agent (whether in its capacity as Administrative Agent or otherwise) or any of the other Secured Parties over the whole or any part of the Charged Property shall merge into the security constituted by this Debenture.

The obligations of the Chargor and the Collateral Rights shall not be discharged, impaired or otherwise affected by:

(a) any incapacity or lack of powers, authority or legal personality, any winding-up, dissolution, administration or re-organisation of or other change in any Obligor (including any change in its members, partners or status) or any other person;

(b) any of the Secured Obligations being at any time illegal, invalid, unenforceable or ineffective;

(c) any truce or other indulgence being granted to any Obligor or any other person;

(d) any amendment, variation (however fundamental), composition, waiver or release of any of the Secured Obligations or replacement of any Document;

(e) any failure to take or failure to realise the value of any other collateral in respect of the Secured Obligations or any release, discharge, exchange or substitution of any such collateral;

(f) the taking, variation, compromise, exchange, renewal or release or refusal or neglect to perfect, take up or enforce any rights against, or security over assets of any Obligor or any other person or any non-presentment or non-observance of any formality or other requirement in respect of any instrument;

(g) any unenforceability, illegality or invalidity of any obligation of any person under any Document or any other document or security, to the intent that the Chargor's obligations under this Debenture shall remain in full force, and this Debenture be construed accordingly, as if there were no unenforceability, illegality or invalidity; or

(h) any other act, event or omission which but for this provision would or might operate to impair, discharge or otherwise affect the obligations of the Chargor hereunder.

No Secured Party shall be concerned to see or investigate the powers or authorities of any of the Obligors or their respective officers or agents, and moneys obtained or Secured Obligations incurred in purported exercise of such powers or authorities or by any person purporting to be an Obligor shall be deemed to form a part of the Secured Obligations, and "Secured Obligations" shall be construed accordingly.

The security created by or pursuant to this Debenture and the Collateral Rights shall not be prejudiced by any unenforceability or invalidity of any other agreement or document or by any time or indulgence granted to the Chargor or any other person, or the Administrative Agent (whether in its capacity as Administrative Agent or otherwise) or any of the other Secured Parties or by any variation of the terms of the trust upon which the Administrative Agent holds the security or by any other thing which might otherwise prejudice that security or any Collateral Right.

No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, any Collateral Right shall operate as a waiver, nor shall any single or partial exercise of any Collateral Right prevent any further or other exercise or the exercise of any other Collateral Right. The rights and remedies provided in this Debenture are cumulative and not exclusive of any rights or remedies provided by law.

None of the Administrative Agent, its nominee(s) or any Receiver shall be liable by reason of:

(a) taking any action permitted by this Debenture;

(b) any neglect or default in connection with the Charged Property; or

(c) taking possession of or realising all or any part of the Charged Property,

except in the case of gross negligence or wilful default on its part.

If, at any time, any provision of this Debenture is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired thereby and, if any part of the security intended to be created by or pursuant to this Debenture is invalid, unenforceable or ineffective for any reason, that shall not affect or impair any other part of the security.

Upon the Secured Obligations being discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Chargor or any other person under any of the Documents, the Administrative Agent shall, at the request and cost of the Chargor, release and cancel the security constituted by this Debenture and procure the reassignment to the Chargor of the property and assets assigned to the Administrative Agent pursuant to this Debenture, in each case subject to Clause 25.2 (Avoidance of Payments) and without recourse to, or any representation or warranty by, the Administrative Agent or any of its nominees.

If the Administrative Agent considers that any amount paid or credited to it is capable of being avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws the liability of the Chargor under this Debenture and the security constituted hereby shall continue and such amount shall not be considered to have been irrevocably paid.

The Administrative Agent may retain this Debenture, the security constituted by or pursuant to this Debenture and all documents of title, certificates and other documents relating to or evidencing ownership of all or any part of the Charged Property for a period of seven months after any discharge in full of the Secured Obligations provided that if at any time during that seven month period a petition is presented for an order for the winding-up of, or the making of an administration order in respect of, the Chargor or the Chargor commences to be wound up voluntarily or any analogous proceedings are commenced in respect of the Chargor, the Administrative Agent may continue and retain such security and such document for such further period as the Administrative Agent may determine and the security and such documents shall be deemed to have continued to have been held as security for the Secured Obligations.

Where any discharge (whether in respect of the obligation of any Obligor or any security for those obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation or otherwise without limitation, the liability of the Chargor under this Debenture shall continue as if the discharge or arrangement had not occurred. The Administrative Agent may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

The Administrative Agent may set off any matured obligation due from the Chargor against any matured obligation owed by the Administrative Agent to the Chargor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Administrative Agent may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off, and the Administrative Agent shall apply any moneys recovered pursuant to the exercise of any such rights in accordance with Clause 21 (Application of Monies).

Without prejudice to any right of set-off any Secured Party may have under any other Document or otherwise, if any time deposit matures on any account the Chargor has with any Secured Party at a time when:

(a) the security constituted by or pursuant to this Debenture has become enforceable; and

(b) no amount of the Secured Obligations is due and payable,

that time deposit shall automatically be renewed for any further maturity which that Secured Party considers appropriate.

If the Administrative Agent (acting in its capacity as Administrative Agent or otherwise) or any of the other Secured Parties at any time receives or is deemed to have received notice of any subsequent Security affecting all or any part of the Charged Property or any assignment or transfer of the Charged Property which is prohibited by the terms of this Debenture, the Facility Agreement or the security constituted hereby otherwise ceases to be a continuing security, all payments thereafter by or on behalf of the Chargor to the Administrative Agent (whether in its capacity as Administrative Agent or otherwise) or any of the other Secured Parties shall be treated as having been credited to a new account of the Chargor and not as having been applied in reduction of the Secured Obligations as at the time when the Administrative Agent received such notice.

If any sum (a "Sum") owing by the Chargor under any Document or any order or judgment given or made in relation to this Debenture has to be converted from the currency (the "First Currency") in which such Sum is payable into another currency (the "Second Currency") for the purpose of:

(a) making or filing a claim or proof against the Chargor;

(b) obtaining an order or judgment in any court or other tribunal;

(c) enforcing any order or judgment given or made in relation to any Document; or

(d) applying the Sum in satisfaction of any of the Secured Obligations,

the Chargor shall indemnify the Administrative Agent from and against any loss suffered or incurred as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert such Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to the Administrative Agent at the time of such receipt of such Sum.

The Administrative Agent may assign and transfer all or any of its rights and obligations under this Debenture. The Administrative Agent shall be entitled to disclose such information concerning the Chargor and this Debenture as the Administrative Agent considers appropriate to any actual or proposed direct or indirect successor or to any person to whom information may be required to be disclosed by any applicable law.

Any communication to be made under or in connection with this Debenture shall be made in writing and, unless otherwise stated, may be made by fax, letter or telex.

The address, fax number and telex number (and the department or officer, if any, for whose attention the communication is to be made) of each party to this Debenture for any communication or document to be made or delivered under or in connection with this Debenture is that identified with its name below, or any substitute address, fax number, telex number or department or officer as any party to this Debenture may notify to the other parties by not less than five Business Days' notice.

(a) Any communication or document made or delivered by one person to another under or in connection with this Debenture will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or

(iii) if by way of telex, when despatched, but only if, at the time of transmission, the correct answerback appears at the start and at the end of the senders' copy of the notice,

and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Administrative Agent will be effective only when actually received by it and then only if it is expressly marked for the attention of the department or officer identified with its signature below (or any substitute department or officer as it shall specify for this purpose).

(a) Any notice given under or in connection with this Debenture must be in English.

(b) All other documents provided under or in connection with this Debenture must be:

(i) in English; or

(ii) if not in English, and if so required by the Administrative Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

The Chargor shall, within three Business Days of demand, pay to the Administrative Agent the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of, any of the Collateral Rights or the security contemplated by this Debenture or any proceedings instituted by or against the Administrative Agent as a consequence of taking or holding the security or of enforcing the Collateral Rights, and shall carry interest from the date of such demand until so reimbursed in accordance with Clause 2.2 (Interest on Demand).

The Chargor shall pay all stamp, registration and other taxes to which this Debenture, the security contemplated in this Debenture or any judgment given in connection with it is or at any time may be subject and shall, from time to time, indemnify the Administrative Agent on demand against any liabilities, costs, claims and expenses resulting from any failure to pay or delay in paying any such tax.

The Chargor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Administrative Agent, its agents, attorneys and any Receiver against any action, proceeding, claims, losses, liabilities and costs which it may sustain as a consequence of any breach by the Chargor of the provisions of this Debenture, the exercise or purported exercise of any of the rights and powers conferred on them by this Debenture or otherwise relating to the Charged Property (other than where such action, proceeding, claims, losses, liabilities or costs arise as a consequence of the gross negligence or wilful misconduct of the Administrative Agent, its agents, attorneys or any Receiver.

Without prejudice to the generality of Clause 31.3 (Indemnity) the Chargor shall forthwith on demand pay all costs, claims, losses and expenses (including legal fees and any costs, claims, losses and expenses arising from any actual or alleged breach by any person of, or failure of any person to comply with, any Environmental Law or Environmental Licence) incurred by any Secured Party, Receiver, attorney, manager, agent or other person appointed by the Administrative Agent under this Debenture and their respective officers, employees, agents and delegates in connection with the enforcement or protection of their rights under this Debenture, and keep each of them indemnified against any failure or delay in paying the same.

All payments to be made to the Administrative Agent under this Debenture shall be made free and clear of and without deduction for or on account of tax unless the relevant Chargor is required to make such payment subject to the deduction or withholding of tax, in which case the sum payable by the Chargor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the person on account of whose liability to tax such deduction or withholding has been made receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

Any liberty or power which may be exercised or any determination which may be made hereunder by the Administrative Agent or any Receiver may, subject to the terms and conditions of the Facility Agreement, be exercised or made in its absolute and unfettered discretion without any obligation to give reasons.

Each of the Administrative Agent and any Receiver shall have full power to delegate to any person (either generally or specifically) the powers, authorities and discretions conferred on it by this Debenture (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise of such power, authority or discretion by the Administrative Agent or the Receiver or any subsequent delegation or revocation thereof.

All assets, rights, interests and benefits which are now or in future granted to or conferred upon the Administrative Agent pursuant to Clause 3.1 (Fixed Charges) or otherwise mortgaged, charged, assigned or granted to it under this Debenture (or any other document required in connection herewith) and all other rights, powers and discretions granted to or conferred upon the Administrative Agent under this Debenture (or any other document required in connection herewith) shall be held by the Administrative Agent on trust for the Secured Parties from time to time in accordance with this Debenture. The trusts constituted by this Clause shall come into existence on the date of this Debenture and shall remain in full force and effect until:

(a) no Secured Obligations are or may become payable and all obligations under the Documents have been fully and finally discharged; and

(b) no Secured Party is under any commitment, obligation or liability (whether actual or contingent) to make advances or provide any other financial accommodation under any Document,

provided that, for the purpose of the rule against perpetuities, the perpetuity period applicable to the trusts constituted by this Debenture shall be the period of 80 years less one day from the date of this Debenture.

This Debenture is governed by English law.

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Debenture (a "Dispute").

(b) The Chargor and the Administrative Agent agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly neither the Chargor nor the Administrative Agent will argue to the contrary.

(c) This Clause 36.1 is for the benefit of the Administrative Agent only. As a result, the Administrative Agent shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Administrative Agent may take concurrent proceedings in any number of jurisdictions.

THIS DEBENTURE has been signed on behalf of the Administrative Agent and executed as a deed by the Chargor and is delivered on the date specified above.

(Freehold or leasehold property (if any) in England
and Wales of which the relevant Chargor is registered
as the proprietor at H.M. Land Registry)

(Freehold or leasehold property (if any) in England and Wales

title to which is not registered at H.M. Land Registry

of which the relevant Chargor is the owner)

To whom it may concern

Date [                                  ]

We refer to a Debenture (the "Debenture") dated [           ], made between ourselves and, inter alia, Bank One, NA (the "Administrative Agent") as agent and as security trustee for the Secured Parties (as defined in the Debenture).

Unless otherwise defined herein terms and expressions defined in the Debenture shall bear the same meanings when used in this Notice and Acknowledgment.

We hereby give you notice that pursuant to the Debenture we, as beneficial owner with full title guarantee and as security for the payment of all the Secured Obligations (as defined in the Debenture), have assigned/charged by way of first fixed charge to the Administrative Agent all of our rights and benefits under the agreements and/or documents to which you are a party specified in the Schedule hereto (the "Agreements").

In connection therewith and by way of security for the Secured Obligations, we hereby irrevocably and unconditionally instruct and authorise you (notwithstanding any previous instructions whatsoever which we may have given you to the contrary), at any time after you receive notice from the Administrative Agent that the security constituted by the Debenture has become enforceable:

(a) to perform all your obligations under or in respect of the Agreements in favour of the Administrative Agent and to allow the Administrative Agent to exercise all or any of our rights and powers under or in respect of the Agreements to the exclusion of ourselves;

(b) to pay all sums of money payable under the Agreements to the Administrative Agent for which the Administrative Agent may give a good receipt therefor on behalf of ourselves; and

(c) to allow the Administrative Agent to do such acts, deeds and things as the Administrative Agent may consider necessary or proper for or in relation to any of the above mentioned rights and powers,

provided that until you receive any such notice from the Administrative Agent, you shall perform your obligations under the Agreements to which we are a party from time to time in favour of ourselves.

The instructions and authorisations which are contained in this letter shall remain in full force and effect until we and the Administrative Agent give you notice in writing revoking them.

This letter shall be governed by and construed in accordance with English law.

Please would you acknowledge receipt of this letter and your acceptance of the instructions and authorisations contained in it by sending a letter addressed to us and to the Administrative Agent in the form attached hereto.

Yours faithfully,

For and on behalf of

To: BANK ONE, NA (the "Administrative Agent") as agent and as security trustee for the Secured Parties

Copy: ▇▇▇▇▇▇▇▇▇▇ ELECTRONICS LIMITED

Dated: [                    ]

Dear Sirs

[                       (the "Agreements")]

We hereby acknowledge receipt of a letter (a copy of which is attached hereto) dated [                        ] and addressed to us by ▇▇▇▇▇▇▇▇▇▇ Electronics Limited (the "Company") and hereby accept the instructions and authorisations contained therein and undertake to act in accordance and comply with the terms thereof.

In consideration of payment to us ofGBP1, receipt of which we hereby acknowledge, we hereby agree as follows:

(a) subject to paragraph (b) below, to comply with the provisions of the Notice;

(b) if you issue to us a notice (an "Enforcement Notice") that the security constituted by the Debenture has become enforceable, we agree that we will thereafter:

(i) perform, observe and comply with all our other undertakings and obligations under the Agreements as if you were named therein instead of Company; and

(ii) if you so request, in substitution for the Agreements, enter into such agreements with you or your nominee, on the same terms (mutatis mutandis) as the Agreements.

(c) if the Company is in breach of any of its obligations, express or implied, under the Agreements or if any event occurs which would permit us to terminate, cancel or surrender the Agreements we will (A) immediately upon becoming aware of it, give you notice of such breach of event; (B) accept as adequate remedy for any such breach performance by you of such obligations within fourteen (14) days of our written notice to you; and (C) if you so request, in substitution for the Agreements, enter into such agreements with you or your nominee on terms identical to the Agreements, with necessary changes;

(d) we agree that after issue by you of any Enforcement Notice, we will not recognise the exercise by the Company of any of its rights and powers under the Agreements unless and until requested to do so by you.

We undertake that in the event of us becoming aware at any time that any person or entity other than the Administrative Agent has or will have any right or interest whatsoever in or has made or will be making any claim or demand or taking any action whatsoever in respect of the Agreements or any of them we will forthwith give written notice thereof to the Administrative Agent.

We have made the acknowledgements and confirmations and have given the undertakings set out in this letter in the knowledge that they are required by the Administrative Agent in connection with the security which has been constituted by the Company in favour of the Administrative Agent as agent and trustee under the Debenture.

The expressions defined or used in your letter mentioned in the opening paragraph hereof shall, unless the context otherwise requires, have the same meanings in this letter.

This letter shall be governed by and construed in accordance with English law.

Yours faithfully,

[                            ]

To: [                                         ]

Dated: [                                         ]

We refer to the Debenture (the "Debenture") dated [                             ] made between ourselves and, inter alia, Bank One, NA (the "Administrative Agent") as agent and as security trustee for, among others, the Secured Parties (as defined in the Debenture).

We hereby give you notice that, pursuant to the Debenture, we, as beneficial owners with full title guarantee, have assigned/charged by way of first fixed and/or floating charge to the Administrative Agent all our rights, title and interest in and to all sums which may at any time be standing to the credit of the account no. [                 ] opened by us in your books (the "Account")

In connection therewith and by way of security for the Secured Obligations (as defined in the Debenture) we hereby irrevocably and unconditionally instruct and authorise you (notwithstanding any previous instructions whatsoever which we have given you to the contrary):

(a) to disclose to the Administrative Agent without any reference to or further authority from us and without any enquiry by you as to the justification for such disclosure, such information relating to the Account, the amount from time to time standing to the credit thereof (the "Account Funds") and the debts represented thereby as the Administrative Agent may, at any time and from time to time, request you to disclose it;

(b) at any time and from time to time upon receipt by you of instructions in writing from the Administrative Agent to release any amount of the Account Funds and to act in accordance with such instructions, without any reference to or further authority from us and without any enquiry by you as to the jurisdiction for such instructions or the validity thereof;

(c) to comply with the terms of any written notice, statement or instructions in any way relating or purporting to relate to the Account, the Account Funds or the debts represented thereby which you may receive at any time and from time to time from the Administrative Agent without any reference to or further authority from us and without any enquiry by you as to the jurisdiction for such notice, statement or instructions or the validity thereof.

The instructions and authorisations which are contained in this letter shall remain in full force and effect until we and the Administrative Agent give you notice in writing revoking them.

This letter shall be governed by and construed in accordance with English law.

Would you please acknowledge receipt of this letter and your acceptance of the instructions and authorisations contained in it by sending a letter addressed to us and to the Administrative Agent in the form attached hereto.

Yours faithfully,

For and on behalf of

To: BANK ONE, NA (the "Administrative Agent") as agent and as security trustee for the Secured Parties

and

Dated: [                                        ]

Dear Sirs,

We hereby acknowledge receipt of a letter (a copy of which is attached hereto) dated [                        ], and addressed to us by [                      ] (the "Account Holder") and hereby accept the instructions and authorisations contained therein and undertake to act in accordance and comply with the terms thereof.

We hereby acknowledge and confirm to the Administrative Agent on behalf of the Secured Parties that:

(a) no rights of counterclaim, rights of set-off or any other equities whatsoever have arisen in our favour against the Account Holder in respect of the Account Funds or the debts represented thereby or any part thereof and we will not make any claim or demands or exercise any rights of counterclaim, rights of set-off or any other equities whatsoever against the Account Holder in respect of the Account Funds or any part thereof; and

(b) we have not, as at the date hereof, received any notice that any third party has or will have any right or interest in or has made or will be making any claim or demand or taking any action whatsoever against the Account Funds or the debts represented thereby or any part thereof.

We undertake that in the event of us becoming aware at any time that any person or entity other than the Administrative Agent has or will have any right or interest whatsoever against the Account Funds or the debts represented thereby or any part thereof we will forthwith give written notice of the terms thereof to the Administrative Agent.

We have made the acknowledgements and confirmations and have given the undertakings set out in this letter in the knowledge that they are required by the Administrative Agent in connection with the security which has been constituted by the Account Holder in favour of the Administrative Agent as agent and trustee under the Debenture.

The expressions defined or used in your letter mentioned in the opening paragraph hereof shall, unless the context otherwise requires, have the same meanings in this letter.

This letter shall be governed by and construed in accordance with English law.

Yours faithfully,

To: [             ]

Dated: [ ]

We refer to a Debenture (the "Debenture") dated [           ], made between ourselves and, inter alia, Bank One, NA (the "Administrative Agent") as agent and as security trustee for the Secured Parties (as defined in the Debenture).

Unless otherwise defined herein terms and expressions defined in this Debenture shall bear the same meanings when used in this Notice and Acknowledgement.

We further refer to the [DESCRIPTION AND NUMBER OF CONTRACT OF INSURANCE OR POLICY OF INSURANCE] dated [ ] (the "Policy") between yourselves and ourselves.

We hereby give you notice that pursuant to the Debenture we as beneficial owners with full title guarantee have assigned to the Administrative Agent by way of security all of our rights, title, interest and benefit in and to Policy.

You should note that, by virtue of the assignment by way of security comprised in the Debenture:

(a) all remedies under or in relation to the Policy or available at law or in equity in respect thereof are exercisable by the Administrative Agent;

(b) all rights to compel payment of the Policy are exercisable by the Administrative Agent; and

(c) all rights, title, interest and benefit whatsoever accruing to or for the benefit of ourselves arising from the Policy belong to the Administrative Agent.

We enclose a Loss Payable and Notice of Cancellation Clause and hereby instruct you to endorse the same on the Policy.

Notwithstanding the assignment by way of security contained in the Debenture, we shall remain liable under the Policy to observe and perform all obligations assumed by us under the Policy and the Administrative Agent shall have no obligation or liability whatsoever under or in respect of the Policy and no obligation or liability whatsoever in the event of any failure by us to observe and perform our obligations under the Policy.

The instructions and authorisations which are contained in this letter shall remain in full force and effect until we and the Administrative Agent give you notice in writing revoking them.

This letter shall be governed by and construed in accordance with English law.

Please would you acknowledge receipt of this letter and your acceptance of the instructions and authorisations contained in it by sending a letter addressed to us and to the Administrative Agent in the form attached hereto.

Yours faithfully,

For and on behalf of

By a debenture dated [ ] (the "Debenture"), ▇▇▇▇▇▇▇▇▇▇ Electronics Limited (the "Chargor") assigned by way of security all its rights, title, interest and benefit in and to this Policy to Bank One, NA (the "Administrative Agent"). Terms defined in the Debenture shall have the same meanings in this Policy.

Until notice in writing to the contrary is received by the insurer under this Policy from the Administrative Agent:

(a) the Administrative Agent shall be named on this Policy as an additional insured party;

(b) all the proceeds of any claim under this Policy shall be paid to the Administrative Agent; and

(c) the Administrative Agent shall be advised:

(i) if any insurer under this Policy gives notice of cancellation of any insurance hereunder at least 60 days before any such cancellation is to take effect;

(ii) of any proposed alteration in or termination or expiry of any such insurance hereunder at least 60 days before such alteration, termination or expiry is to take effect;

(iii) promptly of any default in the payment of any premium or of any failure to renew any policy at least 60 days before the date on which this Policy would otherwise lapse; and

(iv) promptly of any act or omission or of any event of which any Insurer under this Policy has knowledge and which might invalidate or render unenforceable in whole or in part such insurance.

No cancellation, termination or expiry of or alteration to any insurance hereunder shall be effective as against the Administrative Agent unless the relevant provisions of this Clause have been complied with in full.

The insurance under this Policy shall not be vitiated or avoided as against the Administrative Agent in the event or as a result of any misrepresentation, act or neglect or failure to make disclosure on the part of any insured party (other than the Administrative Agent) or any circumstances beyond the control of an insured party.

The rights of the Administrative Agent under this Policy shall not be prejudiced by any act or neglect of the Chargor or any other person or by any foreclosure nor by any proceedings in relation to the Charged Property (as defined in the Debenture).

The Administrative Agent may but shall not be required to pay any insurance premiums due in respect of this Policy unpaid by the Chargor.

The insurer under this Policy agrees to waive in favour of the Administrative Agent all rights of subrogation which it may have consequent upon any payment being made under this Policy by the Insurer.

To: Bank One, NA (the "Administrative Agent") as agent and as security trustee for the Secured Parties

Dated: [            ]

Dear Sirs

We hereby acknowledge receipt of a letter (a copy of which is attached hereto) dated [           ] addressed to us by ▇▇▇▇▇▇▇▇▇▇ Electronics Limited (the "Company") and hereby accept the instructions and authorisations contained therein and undertake to act in accordance and comply with the terms thereof.

We hereby:

(a) consent and agree to the terms of the letter and of the Debenture;

(b) confirm that we have not received any other notice of the interest of any third party in all or any of the property stated in the letter to have been assigned;

(c) confirm that a Loss Payable and Notice of Cancellation Clause in the form enclosed with the letter has been included in the Policy and that we will comply with the instructions contained therein;

(d) agree and confirm that we regard the Chargor as liable to perform all its obligations assumed by it under the Policy and that you are not under any obligation of any kind whatsoever in the event of any failure by the Chargor to perform its obligations thereunder;

(e) agree that we shall not without your prior written consent agree to or concur in any action by the Chargor which will breach the terms of the Policy, the Debenture or the letter; and

(f) agree that we shall not exercise any right to terminate the Policy without your consent.

The expressions defined or used in your letter mentioned in the opening paragraph hereof shall, unless the context otherwise requires, have the same meanings in this letter.

This letter shall be governed by and construed with English law.

Yours faithfully

[                            ]

To: Bank One, NA (the "Administrative Agent") as agent and as security trustee for the Secured Parties

Dated: [                                             ]

Dear Sirs,

I/We refer to a Debenture (the "Debenture") dated [            ] made between ▇▇▇▇▇▇▇▇▇▇ Electronics Limited (the "Chargor") and yourselves.

Unless otherwise defined herein terms defined in the Debenture shall bear the same meanings in this Undertaking.

I/We declare that I/we hold the securities listed in the Appendix (the "Nominee Securities") to your order subject to the terms and conditions of the Debenture.

I/We declare that I am/we are not and shall never be entitled to any interest, claim or lien in or over the Nominee Securities.

I/We will following notice from you to me/us (such notice to be deemed conclusive and binding on me/us for all purposes) forthwith pay to you any dividends or other payments of money received by me/us in respect of the Nominee Securities and I/we hereby declare myself/ourselves as trustee of such dividends or other payments of money to hold the same, pending such payment, upon trust to pay the same to you in the manner aforesaid.

I/We will forthwith notify you of the contents of any communication or document received by me/us as holder of the Nominee Securities.

I/We will following notice from you to me/us of the happening of any event or circumstance which entitles you take any action by way of enforcement of your rights under the Debenture (such notice to be deemed conclusive and binding on me/us for all purposes) exercise, or refrain from exercising, all of my/our voting rights in respect of the Nominee Securities in accordance with your instructions provided that prior to the receipt of any such notice as aforesaid, I/we will not exercise such voting rights or any other rights forming part of the Nominee Securities other than in accordance with the terms of the Debenture.

I/We will, forthwith upon the accrual, offer or issue to me/us of any stock, shares, warrants or other securities in respect of or derived from in respect of the Nominee Securities, do all such acts or things required to ensure compliance by the Chargor with its obligations under Clause 5.7(e) (Derivative Rights) of the Debenture and deliver to you all certificates and other documents constituting or evidencing title to such assets and each part thereof together with instruments of transfer relating to the same complying with the provisions of Clause 5.7(e) (Derivative Rights) of the Debenture and otherwise in such manner as you may require.

I/We hereby irrevocably appoint you, and each and every person to whom you shall from time to time have delegated the exercise of the power of attorney conferred by this paragraph, to be my/our attorney or attorneys and in my/our name and otherwise on my/our behalf and as my/our act and deed to sign, seal, execute, deliver and perfect and do all other deeds, instruments, acts and things (including, without limitation, sending or procuring the sending of a dematerialised instruction addressed to the Operator of a relevant system) which may be required (or which you shall consider requisite) for carrying out any obligation imposed on me/us by or pursuant to this Undertaking (including any covenants for further assurance implied by Section 1(2) of the Law of Property (Miscellaneous Provisions) Act 1994 which shall be deemed to be incorporated within this Undertaking as if I/we had legally mortgaged the Nominee Securities to you with full title guarantee), for carrying any sales or other dealing by you into effect, for conveying or transferring any legal estate, entitlement or other interest in the Nominee Securities or otherwise howsoever and generally for enabling you to exercise the respective powers conferred on you by or pursuant to this Undertaking or the Debenture, as the case may be, or by law. You shall have full power to delegate the power conferred on you by this Undertaking, but no such delegation shall include the subsequent exercise of such power by you or preclude you from making a subsequent delegation of such power to some other person. Any such delegation may be revoked by you at any time.

I/We shall ratify and confirm all transactions entered into by you or any delegate of yours in the exercise or purported exercise of the respective powers of any such person and all transactions entered into, documents executed and things done by you or any delegate by virtue of the power of attorney given above.

The power of attorney granted by this Undertaking is granted irrevocably and for value as part of the security constituted by this Undertaking and the Debenture to secure the proprietary interest of, and the performance of obligations owed to, the respective donee(s) within the meaning of the Powers of Attorney Act 1971.

This Undertaking shall be governed by and construed in accordance with English law.

IN WITNESS whereof I/we have caused this Undertaking to be executed as a deed the day and the year first before written.

SIGNED and DELIVERED )

By [NAME OF NOMINEE] )

in the presence of :- )

Witness' Signature ___________

Name in block capitals _________..

Address _______________..

_______________..

Occupation ...........................................

The Chargor

EXECUTED as a DEED
for and on behalf of
▇▇▇▇▇▇▇▇▇▇ ELECTRONICS LIMITED
by:

______________________ Director
Print name:

______________________ Director/Secretary
Print name:

Address: c/o Richardson Electronics, Ltd.

40WZ67 Keslinger Road

PO Box 393

La Fox IL

▇-▇▇▇-▇▇▇▇

Attention: Legal Department

The Administrative Agent

By:

Address: ▇▇▇ ▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

Suite 1201

Chicago

Illinois 60603

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇