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EXHIBIT 10.15
  ONTARIO  SUPERIOR COURT OF JUSTICE
 THE HONOURABLE SENIOR REGIONAL
    
    
    )
    
    
    TUESDAY, THE 27TH DAY)JUSTICE
    
    
    )
    
    
    OF JUNE, 2006
     
  Class Proceeding Act, 1992
 ORDER
 THIS MOTION
 ON READING




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1.
    
    THIS COURT ORDERS AND DECLARESthat for the purposes of this Order the following definitions
apply and are incorporated into this Order:




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-3- (a)
    
    Claims Administrator means the entity approved by this Court pursuant to paragraph
10 herein to administer the Settlement;(b)
    
    Class Members means members of the Ontario National Class, the Quebec Class
and the U.S. Global Class;(c)
    
    Class Period means the period of time between April 24, 2003 through April
27, 2004, inclusive;(d)
    
    Courts means this Court, the Supreme Court of British Columbia and the United
States District Court for the Southern District of New York;(e)
    
    Defendants means the persons and entities named as defendants in the Ontario
National Action;(f)
    
    Escrow Agent has the meaning set forth in the Stipulation;(g)
    
    Excluded Persons means: (i) Nortel and the Individual Defendants; (ii) the
Other Individuals; (iii) members of any of the Individual Defendantsimmediate
families; (iv) any entity in which Nortel or any of the Individuals Defendantsor the
Other Individualshas a controlling interest; (v) any parent, subsidiary or affiliate
of Nortel; (vi) any person who was an officer or directors of Nortel or any of its
subsidiaries or affiliates during the Class Period; and (vii) legal representatives,
heirs, predecessors, successors or assigns of any of the Excluded Persons;(h)
    
    Gross Cash Settlement Fund has the meaning set forth in the Stipulation;(i)
    
    Gross Settlement Fund has the meaning set forth in the Stipulation;(j)
    
    Gross Settlement Shares means 314,333,875 shares of common stock of Nortel to
be issued by Nortel, pursuant to the Settlement, as may be adjusted in accordance with
paragraph 4(d) of the Stipulation;(k)
    
    Individual Defendants means Frank A. Dunn, Douglas Beatty, Michael Gollogly,
John Edward Cleghorn, Robert Ellis Brown, Robert Alexander Ingram, Guylaine Saucier and
Sherwood Hubbard Smith, Jr.;(l)
    
    Nortel means the Defendant, Nortel Networks Corporation;(m)
    
    Nortel II Actions means the Ontario National Action, the Quebec Action, and
the U.S. Action;(n)
    
    Nortel II Defendants means Nortel, the Individual Defendantsand Deloitte &
Touche LLP;




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-4- 
 (o)
    
    Notice means the notice to the class in the Nortel II Actions, substantially
in the form attached as Schedule B to this Order;(p)
    
    Notice Plan means the plan for the publication and dissemination of the
Notice, Publication Noticeand Proof of Claimby the Claims Administrator, attached as
Schedule E to this Order;(q)
    
    Ontario National Action means this proceeding which raises claims in the
nature of negligence, negligent and/or reckless misrepresentation, and alleges breaches
of the Canada Business Corporations Act, Competition Actand Ontario Securities Act,
for which relief is sought through an award of damages;(r)
    
    Ontario National Class means the class certified for the purpose of
settlement in the Ontario National Actionpursuant to paragraph 3 of this Order;(s)
    
    Ontario National Class Counsel means Rochon Genova LLP and Lerners LLP;(t)
    
    Ontario National Class Counsel Fees means the fees, disbursements, costs,
GST, and other applicable taxes or charges of Ontario National Class Counsel;(u)
    
    Ontario National Class Member means a member of the Ontario National Class
who does not opt out of the Ontario National Classin the manner set forth in this
Order;(v)
    
    Other Individuals means James Kinney (Finance Chief for Nortels Wireless
Networks Division, Richardson, Texas), Ken Taylor (Vice President for Nortels
Enterprise Networks Division, Raleigh, North Carolina), Craig Johnson (Finance Director
for Nortels Wireline Networks Division, Richardson, Texas), Doug Hamilton (Finance
Director for Nortels Optical Networks Group, Montreal, Quebec), Michel Gasnier (Vice
President of Finance for Europe), Robert Ferguson (Vice President of Finance for
China), and William Bowrey (Controller for Asia);(w)
    
    Proof of Claim means the form substantially in the form attached as Schedule
C to this Order;(x)
    
    Publication Notice means the summary notice of certification and proposed
settlement, and of the hearing of the Settlement Approval Motion, substantially in the
form attached as Schedule D to this Order;(y)
    
    Representative Plaintiffs means, collectively, the representative or lead
plaintiffs in each of the Nortel II Actions;




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-5- 
 (z)
    
    Quebec Action means the proceeding in the Superior Court of Quebec (District
of Montreal), Clifford W. Skarstedt v. Corporation Nortel Networks, No.
500-06-000277-059;(aa)
    
    Quebec Class means all persons and entities, except Excluded Personswho,
while resident in Quebec at the time, purchased Nortel common stock or call options on
Nortel common stock or wrote (sold) put options on Nortel common stock during the Class
Period. For purposes of the definition of Quebec Class, an entity means a legal person
established for a private interest, a partnership or an association if at all times
during the 12-month period preceding February 18, 2005, not more than 50 persons bound
to it by contract of employment were under its direction or control and if it is
dealing at arms length with the representative of the Quebec Class;(bb)
    
    Released Parties means any and all of the Nortel II Defendants, their past or
present subsidiaries, parents, principals, affiliates, general or limited partners or
partnerships, successors and predecessors, heirs, assigns, officers, directors, agents,
employees, attorneys, advisors, investment advisors, investment bankers, underwriters,
insurers, co-insurers, re-insurers, accountants, auditors, consultants, administrators,
executors, trustees, personal representatives, immediate family members and any person,
firm, trust, partnership, corporation, officer, director or other individual or entity
in which any Nortel II Defendanthas a controlling interest or which is related to or
affiliated with any of the Nortel II Defendants, and the legal representatives, heirs,
executors, administrators, trustees, successors in interest or assigns of the Nortel II
Defendants;(cc)
    
    Settled Claims means any and all claims, debts, demands, rights or causes of
action, suits, matters, and issues or liabilities whatsoever (including, but not
limited to, any claims for damages, interest, attorneys fees, expert or consulting
fees, and any other costs, expenses or liability whatsoever), whether based on United
States or Canadian federal, state, provincial, local, statutory or common law or any
other law, rule or regulation, whether fixed or contingent, accrued or unaccrued,
liquidated or unliquidated, at law or in equity, matured or un-matured, whether class
or individual in nature, including both known claims and Unknown Claims, (i) that have
been asserted in any of the Nortel II Actionsagainst any of the Released Parties, or
(ii) that could have been asserted in any forum by the Class Membersin the Nortel II
Actions, or any of them, against any of the Released Parties, that arise out of or are
based upon the allegations, transactions, facts, matters or occurrences,
representations or omissions involved, set forth, or referred to in the Nortel II
Actionsand that relate to the purchase of Nortel common stock or call options or the
sale of Nortel put options during the Class Periodor (iii) any oppression or other
claims under the Business Corporations Act, R.S.C. 1985, c. C-44, as amended, that
arise out of or are based upon the allegations, transactions, facts, matters or
occurrences, representations or omissions, set forth or referred to in the Nortel II
Actions. Settled Claims




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-6- 
 Employee Retirement Income Security Act et seq In re Nortel Networks Securities and ERISA
Litigation Rohac et al v. Nortel Networks et al Indiana Electrical
Workers Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fund v.
Nortel Networks Corporation Canada Business Corporations Act Released Parties
 (dd)
    
    Settlement Agreement means the Settlement Agreement and Confirmation of
Stipulation and Agreement of Settlement, including the Stipulationattached as Schedule
A thereto, entered into between the Plaintiffs and Nortel, dated June 20, 2006, which
is attached to this Order as Schedule A;(ee)
    
    Settlement means the proposed settlement of the Nortel II Actionspursuant to
the terms set forth in the Settlement Agreement adopting and ratifying the Stipulation;(ff)
    
    Settlement Approval Motion means the motion for final approval of the
Settlementby this Court to be heard at the date, time and location described in
paragraph 6 of this Order;(gg)
    
    Stipulation means the Stipulation and Agreement of Settlement attached to the
Settlement Agreement as Schedule A;(hh)
    
    Supplemental Agreement means the agreement referred to in paragraph 23 of the
Stipulation setting forth certain conditions under which the Settlementmay be
terminated by Nortel if potential Class Memberswho purchase in excess of a certain
number of Nortel common stock or options on Nortel common stock during the Class Period
exclude themselves from the Class;(ii)
    
    Unknown Claims means any and all Settled Claimswhich any of the
Representative Plaintiffs, or Class Membersdoes not know or suspect to exist in his,
her or its favour at the time of the release of the Released Partieswhich if known by
him, her or it might have affected his, her or its decision(s) with respect to the
Settlement;(jj)
    
    U.S. Action means the proceeding in the U.S. Federal District Court for the
Southern District of New York, Master File No. 05-MD-1659 (LAP);




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-7- 
 (kk)
    
    U.S. Global Class means all persons, except Excluded Persons, who purchased
Nortel common stock or call options on Nortel common stock or wrote (sold) put options
on Nortel common stock (collectively, Nortel Securities) during the Class Period, and
who suffered damages thereby, including, but not limited to, those persons or entities
who traded in Nortel Securities on the New York Stock Exchange and/or the Toronto Stock
Exchange.
 THIS COURT ORDERS
 THIS COURT ORDERS
  THIS COURT ORDERS
 THIS COURT ORDERS
  THIS COURT ORDERS
 THIS COURT ORDERS




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-8-  THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS




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-9- THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS




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-10- THIS COURT ORDERS
 THIS COURT ORDERS
 (a)
    
    A properly executed Proof of Claim, substantially in the form attached hereto
as Schedule C, must be submitted to the Claims Administrator, at the Post Office Box
indicated in the Notice, postmarked not later than 120 days after the date set herein
for the mailing of the Notice. Such deadline may be further extended by order of this
Court.(b)
    
    Each Proof of Claim shall be deemed to have been submitted when postmarked (if
properly addressed and mailed by first class mail, postage prepaid) provided such Proof
of Claim is actually received prior to the motion for an order of this Court approving
distribution of the Net Settlement Fund.(c)
    
    Any Proof of Claim submitted in any other manner shall be deemed to have been
submitted when it was actually received at the address designated in the Notice.
 THIS COURT ORDERS
 (a)
    
    it must be properly completed, signed and submitted in a timely manner in
accordance with the provisions of the preceding paragraph;(b)
    
    it must be accompanied by adequate supporting documentation for the
transactions reported therein, in the form of broker confirmation slips, broker account
statements, an authorized statement from the broker containing the transactional
information found in a broker confirmation slip, or such other documentation as is
deemed adequate by the Claims Administrator;




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-11- 
 (c)
    
    if the person executing the Proof of Claim is acting in a representative
capacity, a certification of his current authority to act on behalf of the Ontario
National Class Member must be included in the Proof of Claim; and(d)
    
    the Proof of Claim must be complete and contain no material deletions or
modifications of any of the printed matter contained therein and must be signed under
penalty of perjury.
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS




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-12- Class Proceedings Act
 THIS COURT ACKNOWLEDGES Securities Act of 1933
 THIS COURT DECLARES Class Proceedings Act
 /s/ Winklerentered at/inscrit a torontoon/book no:Le/dans le registre no.:jul 6, 2006per/par:




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-13- PETER GALLARDI
    
    
    
    NORTEL NETWORKS CORPORATION
    
    
    Court File No: 05-CV-285606CPPlaintiff
    
    and
    
    et al.DefendantsONTARIOSUPERIOR COURT OF JUSTICEProceeding commenced at TorontoO R D E R