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NORTEL NETWORKS LIMITED
   FLEXTRONICS TELECOM SYSTEMS LTD.
  
 FIFTH AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT
  
 Stikeman Elliott LLP




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FIFTH AMENDING AGREEMENT
TO ASSET PURCHASE AGREEMENT
 THIS FIFTH AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT th 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 th Fourth Amending Agreement
 AND WHEREAS st




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AND WHEREAS st
 AND WHEREAS th
 AND WHEREAS Chateaudun Closing
 AND WHEREAS
 AND WHEREAS Calgary Closing
 AND WHEREAS
 NOW THEREFORE
 ARTICLE 1
DEFINITIONS
 Section 1.1 Capitalized Terms and Section References




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ARTICLE 2
EMPLOYMENT OFFERS BY AFFILIATES OF THE PURCHASER
TO ALBERTA EMPLOYEES AND U.S. EMPLOYEES
 Section 2.1 Alberta Employees
  Section 2.2 U.S. Employees
  ARTICLE 3
AMENDMENTS TO THE PURCHASE AGREEMENT
 Section 3.1 Leased PC Equipment
  Section 2.6A Certain Personal Computers.
 (1)
    
    Seller or the Designated Seller now own certain of the PCs and
ancillary equipment used by the Employees in the Operations which were
previously leased (collectively, the Previously Leased PC Equipment). The
Parties agree that, in accordance with the specific terms of this Section
2.6A, these PCs and ancillary equipment form part of the Facility/Design
Assets. The temporary use by the Purchaser and the Designated Purchaser, as
the case may be, following the applicable Closing Date of Previously Leased PC
Equipment shall be governed by the Shared Services Agreement.(2)
    
    The Parties acknowledge the Purchaser and its Affiliates may, but
shall not be obligated to purchase such equipment from the




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Seller or the Designated Seller, as the case may be, following the expiry
of the Shared Services Agreement.(3)
    
    Schedule 2.6A lists and separately identifies each piece of
Previously Leased PC Equipment used in the Operations. No later than (30)
days prior to the termination of the applicable SSA Period (as that term is
defined in the Shared Services Agreement), the Purchaser shall be entitled to
request to purchase such equipment. The Seller will notify the Purchaser of
the proposed transfer date (the Transfer Date) and the value (the Transfer
Value), which amount shall be the Sellers or Designated Sellers, as the
case may be, net book value of each item of such equipment as of the Transfer
Date. Upon receipt of such notification, the Purchaser or relevant Designated
Purchasers shall promptly advise the Seller whether it wishes to purchase the
Previously Leased PC Equipment and, if it wishes to make such a purchase, upon
receipt of a bill of sale from the Seller evidencing transfer of title of such
Previously Leased PC Equipment, the Purchaser agrees to pay to the Seller as
agent for the relevant Designated Seller on the relevant Transfer Date, (in
immediately available funds in United States Dollars), the Transfer Value of
the Previously Leased PC Equipment being transferred (and any applicable
Transfer Taxes), in which case such equipment shall be deemed to be Owned
Equipment and transferred pursuant to the terms of this Agreement as part of
the transfer of the Facility/Design Assets for the applicable Facility or the
Design Operations, as the case may be.
 ARTICLE 4
DELIVERED AND REVISED SCHEDULES AND EXHIBITS
 Section 4.1 Delivered Schedules to the Purchase Agreement .
 Exhibit A




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Section 4.2 List of Delivered Schedules .
 Exhibit
B
 Section 4.3 Exhibits to the Nortel Proprietary Software License Agreement .
 Exhibit C
 ARTICLE 5
FULL FORCE
 Section 5.1 Full Force and Effect .
  Section 5.2 Correction to Prior Amending Agreements .
  ARTICLE 6
GENERAL
 Section 6.1 Governing Law.
  Section 6.2 Counterparts.




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IN WITNESS WHEREOF
 FLEXTRONICS TELECOM SYSTEMS LTD.By:
    
    /s/ M. MarimuthuName: Manny MarimuthuTitle: Authorized SignatoryNORTEL NETWORKS LIMITEDBy:
    
    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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EXHIBIT A
DELIVERED SCHEDULES




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EXHIBIT B
LIST OF DELIVERED SCHEDULES
 Schedule
    
    Delivering PartySchedule 1.1  Designated Purchasers and Purchase Price Allocations
    
    NNL / FlexSchedule 1.1(33)  Collective Labour Agreements
    
    NNLSchedule 1.1(37)  Contracts
    
    NNLSchedule 1.1(44)  Design Employees
    
    NNLSchedule 1.1(57)  End of Life Inventory
    
    NNLSchedule 1.1(63)  Equipment At Third Party Locations
    
    NNLSchedule 1.1(113)  Inventory
    
    NNLSchedule 1.1(118)  IS Software
    
    NNLSchedule 1.1(122)  Key Employees
    
    NNLSchedule 1.1(123)(i)  NNLs Knowledge List
    
    NNLSchedule 1.1(123)(ii)  Flexs Knowledge List
    
    FlexSchedule 1.1(125)  Leased Equipment
    
    NNLSchedule 1.1(133)  Logistics Employees
    
    NNLSchedule 1.1(173)  Permitted Encumbrances
    
    NNLSchedule 1.1(199)  Repair Employees
    
    NNLSchedule 1.1(200)  Repair Inventory
    
    NNLSchedule 2.1(1)(d)  Owned Equipment
    
    NNLSchedule 2.1(1)(l)  Operating Permits
    
    NNLSchedule 2.1(1)(n)  Security Deposits
    
    NNLSchedule 2.1(1)(q)  Prepaid Expenses
    
    NNLSchedule 2.1(2)(p)  Other Excluded Assets
    
    NNLSchedule 2.3(2)  Cash Flow Payments
    
    NNLSchedule 2.6  List of PCs and Ancillary Equipment To Be Transferred
    
    NNLSchedule 2.6A  List of Previously Leased PCs and Ancillary Equipment
To Be Transferred
    
    NNLSchedule 3.2(2)
 Flex Conflicts Exceptions
    
    FlexSchedule 3.6  Flex Employee Plans and Actions
    
    FlexSchedule 4.1(3)  Nortel Subsidiaries Conducting Operations
    
    NNLSchedule 4.10  Litigation
    
    NNLSchedule 4.11(1)  NNLs Employee Plans
    
    NNLSchedule 4.11(2)  Compensation and Benefit Claims
    
    NNLSchedule 4.12(1)  Employees
    
    NNLSchedule 4.12(2)  Work Stoppages
    
    NNLSchedule 4.12(3)  Compliance with Employment Law Exception
    
    NNLSchedule 4.12(4)  Leave Employees
    
    NNL




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Schedule
    
    Delivering PartySchedule 4.12(5)  Long-Term Disability Leave Employees
    
    NNLSchedule 4.12(6)  Labour Relations Exceptions
    
    NNLSchedule 4.12(7)  Visa Employees
    
    NNLSchedule 4.12(8)  Workers Compensation Law Exceptions
    
    NNLSchedule 4.12(9)  Employee Accrued and Unused Vacation
    
    NNLSchedule 4.12(10)  Design, Repair and Logistics Employees
    
    NNLSchedule 4.12(11)  Collective Labour Agreement
    
    NNLSchedule 4.12(13)  U.S. Employee Job-Related Felony Convictions
    
    NNLSchedule 4.15  Inventory Exceptions
    
    NNLSchedule 4.15 (1)  Inventory Forecasts
    
    NNLSchedule 4.17  Equipment Exceptions
    
    NNLSchedule 4.19  Sufficiency of Assets
    
    NNLSchedule 4.2(2)  NNLs Conflicts Exceptions
    
    NNLSchedule 4.20  Other Purchase Agreements
    
    NNLSchedule 4.21  Government Assistance Programs
    
    NNLSchedule 4.3  Financial Information
    
    NNLSchedule 4.5  Absence of Certain Developments
    
    NNLSchedule 4.6  Compliance with Laws, Permits and Licenses Exceptions
    
    NNLSchedule 4.8  Contracts Exceptions
    
    NNLSchedule 4.8(9)  Other Third Party Payment Exceptions
    
    NNLSchedule 4.8(10)  Company-Wide Contracts Rights or Licenses
    
    NNLSchedule 4.9(1)  Other Intellectual Property Agreements/ Obligations
    
    NNLSchedule 4.9(2)  Intellectual Property Rights Claims Exceptions
    
    NNLSchedule 4.9(3)  Intellectual Property Rights Infringement Exceptions
    
    NNLSchedule 5.1(2)  Filings and Approvals
    
    FlexSchedule 5.2  Operation of Business Exception
    
    NNL




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EXHIBIT C
Exhibit A to the Nortel Proprietary Software License Agreement