Order Confirming First Amended Plan of Liquidation

IT IS HEREBY ADJUDGED and DECREED that the below described is SO ORDERED.


Dated: May 29, 2003 /s/ FRANK R. MONROE
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FRANK R. MONROE
UNITED STATES BANKRUPTCY JUDGE


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UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF TEXAS


IN RE: ss.
ss. CASE NO. 02-14222FM XETEL CORPORATION ss. Chapter 11


ORDER CONFIRMING FIRST AMENDED PLAN OF LIQUIDATION
FOR XETEL CORPORATION AS MODIFIED UNDER CHAPTER 11, TITLE 11,
UNITED STATES CODE
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CAME ON FOR CONSIDERATION the First Amended Plan of Liquidation for


XeTel Corporation, as Amended, Under Chapter 11, Title 11, United States Code,


as modified by the First Modification filed by Debtor on May 16, 2003 (the


"Plan"). The Plan has been submitted for confirmation by the Debtor and the


Official Committee of Unsecured Creditors in the above-captioned Chapter 11


case ("Debtor") and was the subject of a confirmation hearing held on May 19,


2003.


IT APPEARING TO THE COURT that the proposed Disclosure Statement and


Plan of Reorganization were filed by the Debtor on February 18, 2003; hearings


were held on the adequacy of the proposed Disclosure Statement on April 14,


2003, that the Amended Disclosure Statement with respect to First Amended Plan


of Liquidation, Under Chapter 11, Title 11, United States Code (the "Disclosure


Statement") was approved by the Court by Order dated April 16, 2003.


IT FURTHER APPEARING TO THE COURT that the Debtor and the Committee on


May 16, 2003 filed non-material modifications to the Plan;


IT FURTHER APPEARING TO THE COURT that Disclosure Statement and Plan


were transmitted to the holders of claims on April 16, 2003, acceptances and


rejections of the Plan were solicited and obtained; according to the vote and


results announced by the Debtor, the Plan was accepted by all impaired Classes


except Class III, and Class V (Equity Intents), which was deemed to reject the


Plan;


IT FURTHER APPEARING TO THE COURT that only the Comptroller of th ...