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Exhibit 10.3 NORTEL NETWORKS LIMITED as Seller  and  FLEXTRONICS TELECOM SYSTEMS LTD. as Purchaser    SECOND AMENDING AGREEMENT February 7th, 2005     Stikeman Elliott LLP




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-1- AMENDING AGREEMENT THIS SECOND AMENDING AGREEMENTmade as of the 7th day of February, 2005 (Amending
Agreement) by and among Flextronics Telecom Systems Ltd., a
Mauritius corporation (Purchaser),
Flextronics International Ltd., a Singapore corporation acting through its Hong Kong office (the
Guarantor) and Nortel Networks Limited, a Canadian
corporation (Seller). WHEREASthe Purchase, the Seller and the Guarantor (collectively the Asset Purchase Agreement
Parties) entered into an asset purchase agreement dated as of June 29, 2004, whereby the Seller
agreed to sell, and the Purchaser agreed to purchase, or causes the Designated Purchasers to
purchase, as the case may be, the Assets related to the Operations (the Purchase Agreement); AND WHEREASthe Asset Purchase Agreement Parties entered into an amending agreement dated as
of the 1st day of November, 2004 (the First Amending Agreement), whereby the Parties
amended certain terms and conditions of the Purchase Agreement and certain of the Transaction
Documents; AND WHEREASthe Purchaser and Nortel Networks U.K. Limited completed as of the 1st
day of November, 2004 the Facility/Design Closing pertaining to the Design Operations carried on by
the UK Design Employees (UK Design Closing); AND WHEREASthe Purchaser, Seller and Nortel Networks Technology Corporation completed as of
the 1st day of November, 2004 the Facility/Design Closing pertaining to the Design
Operations carried on by the Canada Design Employees at the Ottawa Lab 2/Lab 10 Facility (Canada
Design Closing); AND WHEREASthe Asset Purchase Agreement Parties have agreed to complete the Closing for the
Montreal Facilities on February 7, 2005 (the Montreal Closing), and have agreed to enter into
this Amending Agreement concurrently with this transaction; and AND WHEREASthe Asset Purchase Agreement Parties have further agreed to amend certain
additional terms and conditions of the Purchase Agreement and certain of the Transaction Documents
in accordance with the provisions of this Amending Agreement; NOW THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:




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-2- ARTICLE 1
DEFINITIONS Section 1.1     Capitalized Terms and Section References All capitalized terms unless otherwise defined herein shall have the meaning ascribed thereto
in the Purchase Agreement, and all section references unless otherwise specified shall refer to the
Purchase Agreement. ARTICLE 2
EMPLOYMENT OFFERS BY AFFILIATES OF THE PURCHASER
TO ONTARIO AND QUEBEC EMPLOYEES AND U.S. EMPLOYEES Section 2.1     Ontario and Quebec Employees The parties hereby acknowledge that for purposes of Exhibits D-3 and D-3A and Exhibits D-5,
D-5B and D-5C, and the schedules thereto, the term Designated Purchaser, insofar as it relates to
the Ontario Employees and Quebec Employees, shall refer to Flextronics (Canada) Inc. Section 2.2     U.S. Employees The parties hereby acknowledge that for the purposes of Exhibit D-9, D-9A and D-9B, and the
schedules thereto, the term Designated Purchaser refers to Flextronics International U.S.A., Inc. ARTICLE 3
AMENDMENTS TO THE PURCHASE AGREEMENT Section 3.1     Effective Time Section 1.1(51) shall be amended by removing the word on and replacing it with the words
the day immediately after. Section 3.2     Mindready Employees Section 5.31 (1)(b) is hereby deleted in its entirety and replaced with the following revised
Section: (b) the Mindready contract shall be renegotiated such that (i) the portion of such contract
relating to calibration services provided by those Mindready employees who are the subject of the
Grievance shall be terminated prior to the Designated Facility Closing, and (ii) the remaining
portion of the services under such contract shall be subject to an amendment to the existing
contract, or an amended and restated contract, or a new contract, which shall be added to the list
of Assumed Contracts.




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-3- Section 3.3     Security Documentation Section 1.1(206) is hereby amended by adding after the word Inventory the words transferred
at the Closings of the Montreal Facilities and Calgary Westwinds Facility, and either the Monkstown
Facility or the Chateaudun Facility Closing, as the case maybe, and deletion of the words minus
one hundred million dollars ($100,000,000) and replacing them with the words delivered pursuant
to these Closings. Section 5.32 is hereby amended by removal in the first sentence of the words the first
Facility/Design Closing and replacing them with the words each of the Montreal Facilities Closing
and Calgary Westwinds Facility Closing, and one of either the Monkstown Facility Closing or the
Chateaudun Facility Closing, as the case maybe, and inserting after the word Inventory the words
transferred at each such Closing. A new sentence is also inserted in Section 5.32 immediately
after the first sentence to read, The Parties shall determine which of the Monkstown Facility
Closing or the Chateaudun Facility Closing will not require its transferred Assets to be Secured
Assets; provided, however, that if the Parties cannot reach agreement in this respect, than the
Facility of the two which has a Facility/Design Closing Net Book Value closest to one hundred
million dollars ($100,000,000) shall not require its transferred Assets to be Secured Assets. Section 3.4     Loaned Employee Agreement Section 8.1(3)(d) shall be amended by deleting the word first and replacing it with the word
second. Section 8.2(3)(g) shall be amended by deleting the word first and replacing it with the word
second. Section 3.5     Leased Equipment Section 4.22 is deleted in its entirety and replaced with the following revised section: Schedule 1.1(125) contains an accurate and complete list of all Leased Equipment. True and
complete copies of the leases with respect to all Leased Equipment have been provided to Purchaser.
To the extent Seller provided Purchaser with summary information relating to the Schedule 1.1(125)
such information shall, with respect to the matter(s) being summarized, be accurate and shall be
consistent with the information on Schedule 1.1(125). Section 3.6     Real Property Lease Section 1.1(194) shall be amended by inserting after the words the Parties the words (save
an except for the Facilities in Canada, in which case the lessee shall be Flextronics (Canada)
Inc.) and not the Purchaser or Designated Purchaser).




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-4- Section 3.7     Amended and Restated Transaction Documents All references to any Transaction Document in the Purchase Agreement shall be to that
agreement, as amended by the parties from time to time. ARTICLE 4
DELIVERED AND REVISED SCHEDULES Section 4.1     Delivered Schedules to the Purchase Agreement In relation to the Montreal Closing and pursuant to Section 5.1(3) of the Purchase Agreement,
the parties hereby acknowledge delivery by the Seller or Purchaser, as the case may be, and
acceptance by the Seller or Purchaser, as the case may be, of the delivered schedules attached to
this Amending Agreement as Exhibit A. For greater certainty, these schedules are provided only in
relation to the Montreal Closing. Section 4.2     List of Delivered Schedules The schedules delivered pursuant to Section 4.1 of this Agreement are listed on Exhibit B. ARTICLE 5
FULL FORCE Section 5.1     Full Force and Effect Other than for the foregoing amendments, the Purchase Agreement and certain schedules thereto,
all other agreements agreed to or entered into as of June 29th, 2004, and the First Amending
Agreement, shall remain in full force and effect, unamended. ARTICLE 6
GOVERNING LAW This Amending Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein. [Remainder of page intentionally left blank]




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-5- IN WITNESS WHEREOFthe parties hereto have duly executed this Amending Agreement as of the
day, month and year first above written. FLEXTRONICS TELECOM SYSTEMS LTD.By:
    /s/ M. MarimuthuName:
    Manny MarimuthuTitle:
    Authorized Signatory NORTEL NETWORKS LIMITEDBy:
    /s/ Peter MurphyName:
    Peter MurphyTitle:
    VP Global Supply
Chain Operations FLEXTRONICS INTERNATIONAL LTD., acting
through its Hong Kong branchBy:
    /s/ M. MarimuthuName:
    Manny MarimuthuTitle:
    Authorized Signatory