AMENDMENT TO EMPLOYMENT AGREEMENT



 EXHIBIT 10.17.2 
  
 [LETTERHEAD OF SMTC CORPORATION] 
  
 January 29, 2004 
  
 Derek D’Andrade 
 12 Grove Park 
 Richmond, Hill, Ontario L4E 3L4 
  
 Dear Mr. D’Andrade: 
  
 RE: Amendment
to Employment Agreement 
  
 Further to our discussions regarding the
continuation of your employment with Surface Mount Technology Centre Manufacturing Corporation of Canada (“SMTC”), and pursuant to paragraph 12 of your employment agreement dated July 30, 1999 (the “Agreement”) which provides
that the parties may amend the Agreement, this letter sets forth an amendment to the Agreement. Except as expressly modified herein, all of the terms of the Agreement shall remain the same as set out in the Agreement. The amendments are as follows:

  

	1.	Re: Salary and Benefits Pursuant to Paragraphs 2 and 3 of the Agreement 

  

You will no longer be provided with any salary and benefits pursuant to paragraphs 2 and 3 of the Agreement. Instead, your services will be provided through your
consulting firm Nichal Inc. (“Nichal”) for a monthly payment of $29,000.00 that is inclusive of the previous salary, benefits, RRSP contributions, vacation pay and car allowance. 
  

	2.	Re: Non-renewal and Salary Continuation in the Event of a Termination without Cause Pursuant to Paragraphs 1 and 4 of the Agreement 

  
 The non-renewal provisions contained in paragraph 1 will no longer apply. You will be
required to provide at least thirty (30) days written notice of resignation and SMTC may terminate your employment with the same thirty (30) days written notice after which no further payment for 2004 is due to you, save and except any Retention
Payments that may be owed to you, as set out in paragraph 3 below. 
  
 In the
event that SMTC terminates your employment without cause, and provided that SMTC provides the Retention Payments as set out below, you shall continue to abide by the non-competition provisions for a period of six (6) months from the effective date
of your resignation 







 or termination of your employment with SMTC, and, you shall continue to abide by the non-solicitation provisions as set
out in paragraph 6 of the Agreement for a period of one (1) years from the effective date of your resignation or termination of your employment with SMTC. For greater certainty, in the event your employment is terminated without cause, you will not
be provided with your base salary as set out in paragraphs 4 and 6 of the Agreement, but you will still be required to abide by the non-competition and non-solicitation provisions. 
  

	3.	Re: Bonus Payment for the Fiscal Year Ending on December 31, 2003 Pursuant to Paragraph 2 of the Agreement 

  
 You acknowledge and agree that due to the financial performance of SMTC, no bonus is payable
for the fiscal year ending on December 31, 2003. For greater certainty, you hereby waive and forgo any entitlement to any annual bonus payment for the fiscal year ending December 31, 2003. 
  

	4.	Re: Incentive and Retention Arrangements 

  
 As part of SMTC efforts to retain certain senior management employees throughout the ongoing sale/restructuring process, SMTC will provide you with retention payments on
the following terms and conditions. 
  

	(i)	First Retention Payment 

  
 SMTC will provide Nichal with a first retention payment of US $75,000.00, provided that you continue to be employed by SMTC up to and including January 29, 2004. This
payment is payable by February 2, 2004. In the event of your resignation or termination of your employment with cause on or before January 29, 2004, you will not be entitled to receive this or any further retention payments. 
  

	(ii)	Second Retention Payment 

  
 SMTC will provide Nichal with a second retention payment of US $125,000.00, payable March 31, 2004, provided that you remain employed by SMTC up to and including March
31, 2004. In the event your employment is terminated without cause prior to March 31, 2004, you will still be entitled to receive this payment, the earlier of the date your employment is terminated and March 31, 2004. In the event of your
resignation or termination of your employment with cause, prior to March 31, 2004, you will not be entitled to receive this payment. 
  
 You acknowledge that you had an opportunity to review the terms of these amendments with your legal counsel and that you understand all of the terms contained herein.

  

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 Please execute the extra copy of this letter in the space below and return it to the undersigned, to confirm your
understanding and acceptance of the terms contained herein. 
  
 Yours truly,

  
 The Surface Mount Technology Centre Inc. 
  

			
	By:	  	Accepted and Agreed to:
		
	 /s/ John Caldwell

	  	 /s/ Derek D’Andrade


	John Caldwell	  	Derek D’Andrade

  

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