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NORTEL NETWORKS LIMITED
   FLEXTRONICS TELECOM SYSTEMS LTD.
  
 FOURTH AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT
 May 8, 2006
 
 Stikeman Elliott LLP




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FOURTH AMENDING AGREEMENT
TO ASSET PURCHASE AGREEMENT
 THIS FOURTH AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT Amending Agreement Purchaser Guarantor Seller
 WHEREAS Asset Purchase
Agreement Parties Purchase Agreement
 AND WHEREAS st First Amending Agreement
 AND WHEREAS th Second Amending Agreement
 AND WHEREAS nd Third Amending Agreement
 AND WHEREAS st UK Design Closing
 AND WHEREAS st




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Canada Design Closing
 AND WHEREAS th Montreal Closing
 AND WHEREAS nd Chateaudun Closing
 AND WHEREAS
 NOW THEREFORE
 ARTICLE 1
DEFINITIONS
 Capitalized Terms and Section References
  ARTICLE 2
MONKSTOWN
 Retention of the Monkstown Facility




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ARTICLE 3
AMENDMENTS TO THE PURCHASE AGREEMENT
 Payment of the Purchase Price.
  Payment Amount
    
    Payment Due Date1/3 of Remaining Closing Amount
    
    the first day of the third month
after the Applicable Closing Date1/3 of Remaining Closing Amount
    
    the first day of the sixth
month after the Applicable Closing
Date1/3 of Remaining Closing Amount
    
    the first day of the ninth month
after the Applicable Closing Date
 Chateaudun Closing
 (1)
    
    at the Chateaudun Closing, Purchaser or the relevant Designated
Purchaser shall pay, or cause to be paid, by wire transfer, to the Seller
or applicable Designated Seller as the case may be, an amount equal to (i)
the full amount of the price of the real estate as set forth in the
notarial deed, and (ii) two thirds (2/3) of the sum of the applicable
Facility/Design Estimated Net Assets Value, less US$2 million and (iii)




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$25,000,000 of the applicable Cash Flow Payment Amount referenced for
such Facility/Design Closing set forth in Schedule 2.3(2);(2)
    
    Seller or the relevant Designated Seller shall pay to Purchaser or
the relevant Designated Purchaser $5,025,000 (plus any applicable VAT) of
the Transition Payment applicable to the Chateaudun Closing set forth in
Schedule 2.3(2); and(3)
    
    All amounts remaining due by Purchaser or the relevant Designated
Purchaser in respect of the Chateaudun Closing, including the remaining
$12,500,000 Cash Flow payment, shall be paid on November 21, 2005.
 Calgary Closing
 (1)
    
    at the Calgary Closing, Purchaser or the relevant Designated
Purchaser shall pay, or cause to be paid, by wire transfer, to the Seller
or applicable Designated Seller as the case may be, an amount equal to (i)
one third (1/3) of the sum of the applicable Facility/Design Estimated Net
Assets Value and (ii) $16,666,666.66 of applicable Cash Flow Payment
Amount referenced for such Facility/Design Closing set forth in Schedule
2.3(2);(2)
    
    on August 1, 2006, Purchaser or the relevant Designated Purchaser
shall pay to Seller or the relevant Designated Seller (i) one third (1/3)
of the sum of the applicable Facility/Design Estimated Net Assets Value
and (ii) $16,666,666.67 of applicable Cash Flow Payment Amount referenced
for such Facility/Design Closing set forth in Schedule 2.3(2); and(3)
    
    on November 1, 2006, Purchaser or the relevant Designated
Purchaser shall pay to Seller or the relevant Designated Seller (i) one
third (1/3) of the sum of the applicable Facility/Design Estimated Net
Assets Value and (ii) $29,166,666.67 of applicable Cash Flow Payment
Amount referenced for such Facility/Design Closing set forth in Schedule
2.3(2).




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provided
however
 provided, however
 provided, however
 Cash Flow and Transition Payments Schedule
 Allocation of Purchase Price
 Amended and Restated Transaction Documents .
  ARTICLE 4
FULL FORCE
 Full Force and Effect .




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ARTICLE 5
GOVERNING LAW
  [Remainder of page intentionally left blank]




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IN WITNESS WHEREOF
 FLEXTRONICS TELECOM SYSTEMS LTD.By:
    
    /s/ M. MarimuthuName: Manny MarimuthuTitle: Authorized SignatoryNORTEL NETWORKS LIMITEDBy:
    
    /s/ J. Joel HackneyName: Joel HackneyTitle: Senior Vice-President, Global Supply Chain and QualityFLEXTRONICS INTERNATIONAL LTD., acting through its Hong Kong branchBy:
    
    /s/ M. MarimuthuName: Manny MarimuthuTitle: Authorized Signatory




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Schedule 2.3(2)
 Cash Flow Payment
    
    Transition ExpenseCorresponding to
    
    Payment CorrespondingTiming of Transfer
    
    to Timing of Transfer ofOperation
    
    of Operation
    
    Operation*Ottawa Design
    
    $
    25,000,000
    
    
    $
    5,025,000Monkstown Design
    
    $
    25,000,000
    
    
    $
    5,025,000St Laurent Systems House
    
    $
    50,000,000
    
    
    $
    10,050,000Calgary Systems House
    
    $
    62,500,000
    
    
    $
    12,562,500Chateaudun Systems House
    
    $
    37,500,000
    
    
    $
    7,537,500
 
 *
    
    All Transition Payments are paid in equal quarterly installments at the same time as the
quarterly installments of Cash Flow Payments for the referenced Facility/Design Closing, except
that:  (a)
    
    the first $2,512,500 shall be paid on the date of the Facility / Design
Closing for the Ottawa and Monkstown Design Operations;(b)
    
    the second $2,512,500 shall be paid on the date of the Facility / Design
Closing for the Montreal Facility; and(c)
    
    the remaining two payments of $2,512,500 shall be paid on, respectively, the
1st day of the third month following the Closing and the 1st day of the sixth month
following the Closing.
  (a)
    
    the first $2,512,500, will be prepaid at the closing for the Montreal (St
Laurent) Systems House,




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(b)
    
    the next three payments of $2,512,500 shall be paid on, respectively, the 1st
day of the third month following the Montreal Closing, the 1st day of the sixth month
following the Montreal Closing and the 1st day of the nineth month following the
Montreal Closing, and(c)
    
    the final payment of $2,512,500 shall be made at the same time as the final
Cash Flow Payment for the Calgary Closing is paid by Purchaser or a Designated
Purchaser.