AMENDMENT NO. 2 to RECEIVABLES PURCHASE AGREEMENT

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                                                                   EXHIBIT 10.18

                                 AMENDMENT NO. 2

                                       to

                         RECEIVABLES PURCHASE AGREEMENT

                           Dated as of February 23, 2005

            THIS AMENDMENT NO. 2 ("Amendment") is entered into as of

February 23, 2005 by and among Jabil Circuit Financial II, Inc., a

Delaware corporation (the "Seller"), Jabil Circuit, Inc., a Delaware

corporation (the "Servicer"), Jupiter Securitization Corporation

("Jupiter"), the financial institutions party hereto (the "Financial

Institutions") and JPMorgan Chase Bank, N.A. (successor by merger to Bank

One, NA (Main Office Chicago)), as Agent (the "Agent").

                               PRELIMINARY STATEMENT

            A. The Seller, the Servicer, Jupiter, the Financial Institutions and

the Agent are parties to that certain Receivables Purchase Agreement dated as of

February 25, 2004 (as amended by Amendment No. 1 thereto dated as of April 22,

2004 and as otherwise amended, restated, supplemented or otherwise modified from

time to time, the "Purchase Agreement"). Capitalized terms used herein and not

otherwise defined shall have the meanings ascribed to them in the Purchase

Agreement.

            B. The Seller, the Servicer, Jupiter, the Financial Institutions and

the Agent have agreed to amend the Purchase Agreement on the terms and subject

to the conditions hereinafter set forth.

            NOW, THEREFORE, in consideration of the premises set forth above,

and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto hereby agree as follows:

            SECTION 1. Amendment. Effective as of the date hereof and subject to

the satisfaction of the conditions precedent set forth in Section 2 below, the

Purchase Agreement is hereby amended as follows:

            (a) The following new Section 4.6 is added to the Purchase Agreement

immediately following Section 4.5 of the Purchase Agreement:

                  "Section 4.6. Liquidity Agreement Fundings. The parties hereto

      acknowledge that Jupiter may put all or any portion of its Purchaser

      Interests to the Financial Institutions at any time pursuant to the

      Liquidity Agreement to finance or refinance the necessary portion of its

      Purchaser Interests through a funding under the Liquidity Agreement to the

      extent available. The fundings under the Liquidity Agreement will accrue

       interest at the Discount Rate in accordance with this Article IV.

      Regardless of whether a funding of Purchaser Interests by the Financial

      Institutions constitutes the direct purchase of a Purchaser Interest

      hereunder, an assignment under the Liquidity Agreement of a Purchaser

      Interest originally funded by Jupiter or the sale of one or more

      participations or other interests under the Liquidity Agreement in a

      Purchaser

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      Interest originally funded by Jupiter, each Financial Institution

      participating in a funding of a Purchaser Interest shall have the rights

      and obligations of a "Purchaser" hereunder with the same force and effect

      as if it had directly purchased such Purchaser Interest from Seller

      hereunder."

            (b) Clause (ii) of Section 8.5 of the Purchase Agreement is deleted

in its entirety and replaced with the following therefor:

      (ii) on January 15th of each year, an updated Schedule F setting forth the

      Foreign Excess Payable Amount for each Obligor and its Affiliates

            (c) The phrase ", its obligation to pay Jupiter its Acquisition

Amounts" is deleted from the first sentence of Section 12.2 of the Purchase

Agreement.

            (d) The following new Section 12.3 is added to the Purchase

Agreement immediately following Section 12.2 of the Purchase Agreement:

      "Section 12.3.   Terminating Financial Institutions.

            (a) Each Financial Institution hereby agrees to deliver written

             notice to the Agent not more than 30 Business Days and not less than

            5 Business Days prior to the Liquidity Termination Date indicating

            whether such Financial Institution intends to renew its Commitment

            hereunder. If any Financial Institution fails to deliver such notice

            on or prior to the date that is 5 Business Days prior to the

            Liquidity Termination Date, such Financial Institution will be

            deemed to have declined to renew its Commitment (each Financial

            Institution which has declined or has been deemed to have declined

            to renew its Commitment hereunder, a "Non-Renewing Financial

            Institution"). The Agent shall promptly notify Jupiter of each

             Non-Renewing Financial Institution and Jupiter, in its sole

            discretion, may (A) to the extent of Commitment Availability,

            declare that such Non-Renewing Financial Institution's Commitment

            shall, to such extent, automatically terminate on a date specified

            by Jupiter on or before the Liquidity Termination Date or (B) upon

            one (1) Business Day's notice to such Non-Renewing Financial

            Institution assign to such Non-Renewing Financial Institution on a

            date specified by Jupiter its Pro Rata Share of the aggregate

            Purchaser Interests then held by Jupiter, subject to, and in

            accordance with, the Liquidity Agreement. In addition, Jupiter may,

             in its sole discretion, at any time (x) to the extent of Commitment

            Availability, declare that any Affected Financial Institution's

            Commitment shall automatically terminate on a date specified by

            Jupiter or (y) assign to any Affected Financial Institution on a

            date specified by Jupiter its Pro Rata Share of the aggregate

            Purchaser Interests then held by Jupiter, subject to, and in

            accordance with, the Liquidity Agreement (each Affected Financial

            Institution or each Non-Renewing Financial Institution is

            hereinafter referred to as a "Terminating Financial Institution").

            The parties hereto expressly acknowledge that any declaration of the

            termination of any Commitment, any assignment pursuant to this

            Section 12.3 and the order of priority of any such termination or

            assignment among Terminating Financial Institutions shall be made by

            Jupiter in its sole and absolute discretion.

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            (b) Upon any assignment to a Terminating Financial Institution as

            provided in this Section 12.3, any remaining Commitment of such

            Terminating Financial Institution shall automatically terminate.

            Upon reduction to zero of the Capital of all of the Purchaser

            Interests of a Terminating Financial Institution (after application

            of Collections thereto pursuant to Sections 2.2 and 2.3) all rights

            and obligations of such Terminating Financial Institution hereunder

            shall be terminated and such Terminating Financial Institution shall

            no longer be a "Financial Institution" hereunder; provided, however,

            that the provisions of Article X shall continue in effect for its

            benefit with respect to Purchaser Interests held by such Terminating

            Financial Institution prior to its termination as a Financial

            Institution.

            (e) Article XIII of the Purchase Agreement is deleted in its

entirety.

            (f) Each of the references to "Ar