Exhibit 4.10

                                 AMENDMENT NO. 1
                             TO THE SUPPLY AGREEMENT

This Amendment No. 1 to the Supply  Agreement dated August 30, 2001, made by and
between Mitel Networks Corporation, Mitel Networks, Inc., Mitel Networks Limited
(collectively   "Mitel  Networks")  and  Ridgeway   Research   Corporation  (now
BreconRidge  Manufacturing  Solutions  Corporation),  BreconRidge  Manufacturing
Solutions,  Inc.,  BreconRidge  Manufacturing  Solutions  Limited  (collectively
"BreconRidge")  is made in  duplicate  and is  effective  as of the  27th day of
February, 2003.

WHEREAS:

A.    The parties  entered  into a supply  agreement  effective as of August 30,
      2001 (the  "Supply  Agreement")  pursuant to which  BreconRidge  agreed to
      provide  certain  services to Mitel Networks in accordance  with the terms
      thereof; and

B.    The parties now wish to amend the Supply Agreement as set forth below.

NOW  THEREFORE,   in   consideration  of  the  mutual  premises  and  agreements
hereinafter  contained,  and for  other  good and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
covenant and agree as follows:

1.    Recitals

The  foregoing  recitals  are true and  correct and are  incorporated  herein by
reference.

2.    Amendments

The Supply Agreement is hereby amended as follows:

2.1   Section 1.1 is amended to read as follows:

      1.1   This Agreement is an exclusive  agreement whereby during the Initial
            Term (as  hereinafter  defined),  the  Customer  will engage and the
            Customer does hereby engage the Supplier as their exclusive supplier
            of all of Customer's  current products and new product  introduction
            ("NPI")  and  Supplier  agrees to  supply  same to the  Customer  in
            accordance with the provisions hereof. The exclusive aspects of this
            Agreement  as  described  above shall be subject to: the  Supplier's
            ability to supply the Products and Services in  accordance  with the
            provisions of this Agreement,  including without  limitation Section
            4; Customer's  service level  requirements  set forth in Schedule 4,
            including without limitation,  quality, flexibility, timely delivery
            for all Products  and  proposed  new  products in NPI Process;  and,
            competitive pricing for all Products and proposed new products, when
            taken as a whole.  In the event that this  Agreement  becomes wholly
            non-exclusive   (other  than  by  reason  of  any  of  the  excepted
            circumstances  set out in (a) to (f),  below),  Supplier will not be
            bound  by the  prices  set out in  Schedule  1,  provided  that  any
            alternative  pricing for a Product (i) shall be subject to an agreed
            "phasing in" period which shall not exceed six (6) months,  and (ii)
            shall  not  exceed  the  market  price   therefore,   determined  in
            accordance with the then-current formula.

            Exceptions: Notwithstanding any other provision of this Section 1.1,
            the  parties  agree  that  the  following  circumstances  shall  not
            constitute breaches of the exclusive aspects of this Agreement:

      (a)   Customer may purchase, utilize and sell the manufactured products of
            third party  suppliers,  including  without  limitation  third party
            software  and may require the  Supplier to bundle,


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            package and ship such third party  products  and  software  with the
            Products manufactured by Supplier hereunder; and,

      (b)   Customer may require the  Supplier to create kits or permit  certain
            limited manufacturing, assembly or distribution of Products by third
            parties when such is demanded by country law or policy; and,

      (c)   Customer  may require  Supplier  to brand  (private  label)  certain
            Products as may be specified in the Customer Documentation; and,

      (d)   Customer shall have the right to acquire software from third parties
            and to supply same to its customers or any other persons;

      (e)   In the  event  Customer  jointly  develops  new  product(s)  with an
            independent   third  party,   provided   such  third  party  is  not
            principally  engaged in the  provision of  electronic  manufacturing
            services,   then  Customer  shall  have  the  right  to  allow  such
            independent  third party to manufacture the resulting new product(s)
            for Customer and others, in its sole discretion; and,

      (f)   Where,  in  respect  of an  Accepted  Order for a New  Product,  the
            Supplier fails to deliver the New Product within  fourteen days (14)
            days of the applicable  Manufacturing Delivery Date as a result of a
            problem  related to  Supplier's  Manufacturing  process the Customer
            may,  at its  option,  by notice in  writing  to the  Supplier,  and
            without  affecting the general  exclusivity for all Products and new
            products,  revoke the exclusive right enumerated above in respect of
            the said New Product and source another  supplier to manufacture the
            said New Product.

      In the event this Agreement becomes non-exclusive, Customer shall have the
      right to demand from Supplier,  and forthwith upon Customer's  request and
      direction  Supplier  shall  return  to the  Customer  all or  part  of the
      Customer Tooling and Customer Documentation then in Supplier's possession.

2.2   Section 2.1 is amended to read as follows:

      2.1   This  Agreement  shall become  effective on the Effective  Date and,
            unless  otherwise  terminated at an earlier date in accordance  with
            the  provisions  of Section 24.2 hereof,  shall remain in full force
            and effect until  December  31, 2007 (the  "Initial  Term").  Unless
            otherwise  terminated in accordance  with Section 24, this Agreement
            shall thereafter be automatically renewed for additional consecutive
            one (1) year terms on the same  terms and  conditions  as  specified
            herein,  (the  additional  consecutive one (1) year terms, or any of
            them, are collectively referred to herein as the "Renewal Term").

2.3   Subsection 4.5.1 is amended to read as follows:

      4.5.1 During  any  Renewal  Term,   Supplier  warrants  that  the  pricing
            methodology  used to arrive at Prices for Products shall be equal to
            or better than the pricing  methodology  which Supplier  provides to
            its best similarly  situated customer  purchasing similar quantities
            of the same or a comparable mix of Products.

2.4   Subsection 7.1 is amended to read as follows:

      7.1   Prices for Products  listed in Schedules 1A and 1B shall be as noted
            therein until August 1, 2004.

2.5   Subsection 10.1(b) is amended to read as follows:

      (b)   Commencing  March 1, 2003, each of the parties will pay any invoices
            within thirty (30) days from the date of receipt thereof.

2.6   Subsection 10.1(c) is deleted in its entirety.


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3.    All other  provisions of the Supply  Agreement  shall remain in full force
      and effect.  The Supply  Agreement may not be further modified without the
      express written consent of the parties.

IN WITNESS WHEREOF,  the parties have caused this Amendment No. 1 to be executed
by their duly authorized representatives as of the date first set out above.

<TABLE>
<S>                                                           <C>
MITEL NETWORKS CORPORATION                                    BRECONRIDGE MANUFACTURING SOLUTIONS CORPORATION

Per:                                                          Per:
   --------------------------------------                         -------------------------------------
Title                                                         Title

I have authority to bind the corporation.                     I have authority to bind the corporation.


MITEL NETWORKS, INC.                                          BRECONRIDGE MANUFACTURING SOLUTIONS, INC.

Per:                                                          Per:
   --------------------------------------                         -------------------------------------
Title                                                         Title

I have authority to bind the corporation.                     I have authority to bind the corporation.


MITEL NETWORKS LIMITED                                        BRECONRIDGE MANUFACTURING SOLUTIONS LIMITED

Per:                                                          Per:
   --------------------------------------                         -------------------------------------
Title                                                         Title

I have authority to bind the corporation.                     I have authority to bind the corporation.
</TABLE>


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