Exhibit 4.7

May 31, 2005

Mr. Stan Swirhun
1471 Cassin Court
Boulder, Colorado
80303

Dear Stan:

I am pleased to offer you employment with Zarlink  Semiconductor Inc. ("Zarlink"
or "Company") on the following terms and  conditions.  This offer is conditional
upon being able to obtain any necessary work permits or visas required to permit
you to work part-time in Sweden over the first two years from your start date.

This offer,  once accepted by you and subject to work permit/visa  requirements,
will  constitute an employment  agreement  between  Zarlink and you. Please note
that all amounts are in United States dollars.

1.    Work Responsibilities

You will be employed in the position of Vice  President  of the  Optoelectronics
Business  Unit ("Opto  B/U"),  reporting to myself as  President  and CEO of the
Company.  Your U.S. office will be at your home office in Boulder,  Colorado and
your  office in Sweden  will be at the  Zarlink  offices  located  in  Jarfalla,
Sweden.  For  the  first  two (2)  years,  you  will  spend  as much  time as is
reasonably required in Sweden to efficiently run the Opto B/U and the balance of
your  work time will be spent  visiting  customers  and  suppliers  globally  or
pursuing other  assignments as I may request from time to time.  Your start date
will be no later than June 13, 2005 and will be earlier if possible.

In this position,  you will devote your best efforts,  and your full time, skill
and  attention to carrying out your duties and to promoting the interests of the
Company.   You  will  well  and  faithfully  perform  all  services  and  duties
customarily associated with your position,  together with such additional duties
and  responsibilities  as may be assigned by me from time to time.  Your primary
focus over the next two years will be to:

      (a)   Grow the Opto B/U revenues and return that  business to  significant
            profitability; and,

      (b)   Identify and develop an acceptable Sweden-based executive to succeed
            you in running the business unit.

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You agree not to be employed or engaged in any other  capacity  (including  as a
director) in promoting, undertaking or carrying on any other business apart from
that of Zarlink, without the prior written authorisation of the Board. This does
not preclude you from any passive or personal  investments  that you may wish to
hold, unless with a competitor of the company, in which case you will advise the
Board prior to making such investments,  unless the investments are made through
an independently  managed fund or your ownership represents less than 0.1 % of a
corporation's publicly traded shares.


2.    Salary and Incentives

Your annual base salary will be $225,000.

In addition,  you will be eligible to earn an annual incentive payment under the
terms of the Company's Pay For Performance  (PFP)  Executive  Plan,  conditional
upon your successful  achievement of specific  target  objectives in each fiscal
year. Your target annual incentive will be 50% of your then current base salary.
The  incentive  could  increase  to 75% of  your  base  salary  for  exceptional
performance  as  determined  by me and  approved  by  the  Board  of  Directors.
Objectives  for each fiscal year will be reviewed and  finalized  with the Board
and  communicated  to you no later than sixty (60) days after your start date or
the commencement of each fiscal year, whichever is later.

By the end of May each year (the "incentive assessment date"),  Zarlink assesses
the  achievement of the previous  year's  objectives,  and calculates any earned
incentive  amount.  Please  note that you must be  employed  by  Zarlink  on the
incentive  assessment  date in order to be  eligible to receive  this  incentive
payment.

3.    Stock Options

The Board has approved a grant of one hundred thousand  (100,000) stock options,
pursuant  to  Zarlink's  1991  Employee  Stock  Option  Plan (a copy of which is
enclosed).  Option pricing will be in accordance  with the Plan formula and will
be effective  as of the date you accept this offer.  The option grant has a term
of 6 years and provides  for  staggered  equal  vesting over a period of 4 years
commencing one year from the date of grant.

Your specific  rights and  entitlements  relating to the options,  including any
rights arising upon the cessation of  employment,  will be governed by the terms
and conditions of the Plan.

4.    Health, Dental and Related Benefits

Zarlink  will provide  Health and Dental  coverage for you and your family under
its International  Benefits Plan. Life insurance,  AD&D, Business Travel and LTD
coverage for yourself  will be maintained on the U.S.  employee  group  benefits
plan.  You will have the  option to enroll  your  dependents  in the U.S.  Group
Benefits Plan under the optional benefits for Life and AD&D insurance,  Flexible
Spending Account,  and Vision care. Coverage under the optional benefits will be
determined  in  accordance  with the  specific  terms and  conditions  of the US
Benefits Plan.

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                                       3

5.    Company Car

Zarlink  will  provide you the use in Sweden of one company  car  (inclusive  of
lease,  fuel,  insurance and maintenance  costs).  You may select your choice of
vehicle in line with Zarlink Sweden's car policy for executives.

6.    Accommodations

While you are working at the  Jarfalla,  Sweden  office,  Zarlink will arrange a
suitable  furnished  apartment  for you to a maximum  cost of $2,800.  per month
inclusive  of all  related  costs  such as  utilities,  maintenance,  telephone,
internet access,  television and maid service. The terms of any apartment rental
agreement must be approved by the company prior to finalizing the lease.

7.    Pension

You will be entitled to  participate  in the Zarlink  U.S.  employee  401K Plan.
Zarlink will provide an annual  company  match  payment in  accordance  with the
terms of the Plan.

8.    Vacation

Zarlink  will  provide you four (4) weeks paid  vacation  leave per fiscal year,
accrued in equal bi-weekly instalments. In accordance with Zarlink's US Vacation
Policy, vacation accrual will cease at anytime during the year that your accrual
reaches 160 hours.  The accrual  will  re-start  once that total comes back down
below 160 hours. In addition Zarlink will provide paid U.S.  statutory  holidays
and any other leave you are  entitled to receive,  all in  accordance  with U.S.
employment standards legislation and Zarlink's policies.

9.    Income Tax

Your payroll will remain in the United States.  For the duration of the Opto B/U
assignment,  Zarlink  will  provide you income tax  protection  for all relevant
taxation years relative to this assignment using the U.S. baseline, such that it
will  reimburse  you the  grossed  up cost of any tax  liability  you incur as a
result of this assignment in excess of the amount you would have paid if you had
worked  throughout the relevant  period only in the United States.  Zarlink will
pay or reimburse  the  reasonable  income tax  preparation  costs charged by our
designated  accountants  for  the  taxation  years  relative  to your  Opto  B/U
assignment.

10.   Confidentiality of Information and Ownership of Proprietary Property

As a condition  of your  acceptance  of this offer,  you are required to provide
Zarlink  with an executed  original of the enclosed  Confidentiality  Agreement.
Please note the ongoing nature of the obligations set out in the Agreement.  The
terms of this Agreement form part of the terms and conditions of this employment
agreement.  In addition,  you will be required to sign Zarlink's "Code of Ethics
and Business Conduct" as a condition of employment. This will be provided to you
on your start date.

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                                       4

11.   Cessation of Employment

      (a)   Definitions

      For the purposes of this employment  agreement,  the following definitions
      apply:

      "Incapacity"   means  any  permanent  physical  or  mental  incapacity  or
      disability which prevents you from performing the essential duties of your
      position,  with no  reasonable  prospect of  recovery,  as  determined  by
      Zarlink on the basis of medical evidence satisfactory to the Board.

      "Good Just Cause" means any grounds at common law for which an employer is
      entitled to dismiss an employee  without notice or compensation in lieu of
      notice.

      "Termination Date" means:

            (i)   if Zarlink terminates your employment,  the date designated by
                  the  company  as the  last  day of  your  employment  (without
                  reference to any applicable  notice period to which you may be
                  entitled,  whether under  statute,  common law,  contract,  or
                  otherwise);

            (ii)  if you resign your employment with Zarlink,  the date which is
                  the end of the three  months  notice  period  or such  shorter
                  notice period as the parties agree;

            (iii) if you die, the date of death;

            (iv)  if this employment agreement is frustrated, which includes but
                  is not limited to Incapacity,  the date  designated by Zarlink
                  as the last day of your employment.

      (b)   Notice of Resignation

      You may resign at any time, for any reason, upon giving a minimum of three
      months advance written notice.  Zarlink  reserves the right to require you
      to  immediately  return  all  company  property  at any point  during  the
      resignation notice period, and to require you to refrain from attending at
      the workplace during any portion of the resignation notice period.


      (c)   Entitlements upon Resignation, Termination for Good Just Cause

      If you resign or your  employment is terminated for Good Just Cause,  then
      you will be entitled to receive any compensation, benefits and perquisites
      which  have  accrued  up to the  Termination  Date,  but you  will  not be
      entitled  to receive  other  compensation  of any  nature,  whether  under
      contract,  statute,  common law or otherwise.  Your rights  respecting any
      options,  which have been granted to you, will be determined in accordance
      with the terms of the Zarlink 1991 Stock Option Plan.

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                                       5

      (d)   Entitlements upon Death, Frustration of Contract

      If you die, or  frustration  of this  employment  agreement  occurs (which
      includes but is not limited to Incapacity),  then you (or your estate,  in
      the event of your death)  will be  entitled  to receive any  compensation,
      benefits and perquisites  which have accrued up to the  Termination  Date,
      but you will not be entitled to receive other  compensation of any nature,
      whether under  contract,  statute,  common law or  otherwise.  Your rights
      respecting any options, which have been granted to you, will be determined
      in accordance with the terms of the Zarlink1991 Stock Option Plan.

      (e)   Entitlements upon Termination without Good Just Cause

      If Zarlink  terminates your employment  without Good Just Cause,  then you
      will  be  provided  with  the  following  termination  package  (which  is
      inclusive  of any  statutory  entitlements  you may have under  applicable
      employment  standards  legislation,  and will be provided  net of required
      deductions):

            (i)   You will be paid for all time worked and your accrued vacation
                  balance  through the  Termination  Date.  This payment will be
                  made on the Termination Date.

            (ii)  You will be paid in a lump sum an  amount  equal to one  times
                  your then  current  annual base salary net of required tax and
                  other  withholdings.  This  payment  will  be made  within  30
                  business days following the Termination Date.

            (iii) You will be paid in a lump sum an amount in lieu of  incentive
                  equal to one times your average  earned annual  incentive over
                  the previous  three years or such shorter period if the period
                  of  employment  is shorter  than three  years.  (Note that any
                  special project bonus  arrangements will be excluded from this
                  calculation.)  This  payment  will be made  within 30 business
                  days following the Termination Date.

            (iv)  You will receive an amount  equivalent to the one-year cost of
                  your current life, health and dental insurance  coverage.  You
                  would be eligible to  participate  in benefits  through  COBRA
                  following the Termination  Date. You would need to contact our
                  insurance   carrier   (currently   Unum)  for   conversion  or
                  portability of your life insurance policy.

            (v)   You will have six (6) months  following the  Termination  Date
                  (or until  the  natural  expiry  date of your  stock  options,
                  whichever is earlier),  to exercise  any stock  options  which
                  have been  granted to you under the Zarlink  1991 Stock Option
                  Plan and which have  vested as of the last day of that six (6)
                  month period.  In all other respects,  your rights  respecting
                  any  options,   which  have  been  granted  to  you,  will  be
                  determined  in  accordance  with the terms of the Zarlink 1991
                  Stock Option Plan.


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                                       6


            (vi)  All  perquisites  such as company cars and the like will cease
                  30 days following the Termination Date.


      (f)   Resignation of Office

            If your  employment  ends for any  reason,  you  agree to  resign in
            writing  effective  upon the  Termination  Date  from any  office or
            directorship  held with Zarlink or with any subsidiary or affiliated
            company.


12.   Non-Competition and Non-Solicitation Obligations

We both  agree  that it  could  seriously  harm  Zarlink's  legitimate  business
interests if you took unfair advantage of the special knowledge you will gain in
your executive position,  to compete with Zarlink.  Accordingly,  you agree that
the  restrictions  set out below are reasonably  required to protect Zarlink and
its goodwill from unfair  competition.  You also acknowledge that your agreement
to such  restrictions  is of  essence  to this  employment  agreement,  and that
Zarlink would not enter into this employment agreement without your agreement to
the restrictions set out in this paragraph.

If your  employment  with  Zarlink  ceases for any reason,  you agree that for a
period of one (1) year from the Termination Date :

      (a)   you will not participate  (as an employee or consultant,  executive,
            director or significant  investor (greater than 20%) in any business
            operating  anywhere  in the world that  competes  directly  with the
            principal businesses of Zarlink (or its successors);

      (b)   you  will  not  directly  or  indirectly  solicit  any of  Zarlink's
            customers  for  business  in   competition   with  Zarlink  (or  its
            successors); and,

      (c)   you will not  solicit,  entice,  approach or induce any of Zarlink's
            employees or consultants  to leave their  employment or to end their
            consultancy arrangements with Zarlink (or its successors) or to join
            another business or organization.

13.   Choice of Law and Jurisdiction

This  employment  agreement will be governed by and construed in accordance with
the laws of the State of Colorado,  U.S.A.,  without regard to the principles of
conflicts of law,  and will in all respects be treated as an Colorado  contract.
In the event of a dispute, you agree that any legal proceedings must be taken in
the City of Boulder,  in the State of Colorado and you hereby  consent to attorn
to the jurisdiction of the Colorado courts.

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14.   Whole Agreement

By  accepting  this offer of  employment,  you are  agreeing  that the terms and
conditions  set out in this offer  (including  the terms and  conditions  of any
documents  enclosed)  represent the entire agreement relating to your employment
with the  company;  that any and all  previous  agreements  or  representations,
written  or oral,  are  hereby  terminated  and  cancelled;  and that you hereby
release  Zarlink from any and all claims  whatsoever  under or in respect of any
such previous agreements or representations.

We trust that you will find this offer of  employment  responsive to your needs.
To signify your  acceptance,  please sign below,  and return one complete signed
original of this offer and of the  enclosed  Agreement  to the  attention of Don
McIntyre, no later than close of business, June 3, 2005.


All of us at Zarlink look forward to working with you to meet the challenges and
opportunities facing our Opto B/U.

Zarlink Semiconductor Inc.



Per: \S\ Kirk Mandy
     ------------------
     Kirk Mandy
     President & CEO



Acknowledgement and Acceptance


I, Stan  Swirhun,  have read and  reviewed,  in their  entirety,  this  offer of
employment  dated  May 19,  2005,  and the  documents  enclosed.  I have  had an
opportunity  to ensure that I clearly  understand the terms and conditions of my
employment  with  Zarlink,  and I have had the  opportunity  to  confer  with an
independent  legal advisor if I so wished, in advance of accepting this offer of
employment.  I hereby  represent  and confirm to Zarlink that I am not under any
contractual  or other legal  obligation,  which  prevents me from accepting this
offer of employment or from abiding by the terms and conditions of my employment
with  Zarlink.  I accept  this offer of  employment,  and agree to the terms and
conditions as set out.

DATED AT Boulder Co. this 1 day of June 1, 2005.
        ------------     ---           ---

Executive                                 Witness

\S\ Stan Swirhun                    \S\ Lesley Swirhun
-----------------                   ---------------------------
Stan Swirhun                        Witness name (please print)