Exhibit 4.12

EMPLOYMENT AGREEMENT

MEMORANDUM OF Agreement made as of the 2d day of November, 1998.

BETWEEN:

CELESTICA ASIA INC.(hereinafter called the "Corporation"),

- and -
NATHAN KAWAYE

(hereinafter
called the "Executive").

WHEREAS
the Corporation wishes to retain the services of the Executive to provide the services hereinafter described and the Executive wishes to provide the Executive's services to the
Corporation hereinafter set forth;

NOW
THEREFORE THIS Agreement WITNESSETH that in consideration of the mutual covenants and Agreements herein contained and for other good and valuable consideration, the parties agree as
follows:

1.     TERM

The Corporation shall employ the Executive for an initial term of not less than three years from the effective date of this Agreement, unless such employment
shall be terminated earlier as hereinafter provided. After such initial term, the employment of such Executive shall continue indefinitely until terminated in accordance with law or this Agreement.

2.     DUTIES

The Executive shall serve as Chief Financial Officer of the Corporation and shall perform such duties and exercise such powers pertaining to the management and
operation of the Corporation and any subsidiaries or affiliated companies of the Corporation as may be determined from time to time by the President of the Corporation consistent with the office of
the Executive. It is acknowledged and agreed that the duties and responsibilities of the Executive may be adjusted from time to time by the President of the Corporation as the President may determine
to be appropriate in light of growth and other changes in the business and affairs of the Corporation and its subsidiaries and associates (but not in such a manner as would constitute
constructive dismissal of the Executive). Without limitation of the foregoing, the Executive shall:



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3.     REPORTING PROCEDURES

The Executive shall report to the person holding the office of the President of the Corporation. The Executive shall report fully to such person on the
Executive's scope of responsibility and advise to the best of the Executive's ability and in accordance with reasonable business standards on business matters that may arise within such scope of
responsibility from time to time during the term of this Agreement.

4.     REMUNERATION



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5.     NO FURTHER SALARY OR BONUS ADJUSTMENTS

The President of the Corporation shall review the compensation arrangements relating to the Executive at least once per calendar year, including the annual base
salary, any Executive bonus and any incentive plan applicable to the Executive. If the President of the Corporation shall determine that it is advisable to do so, the President of the Corporation may
recommend to the Board of Directors of the Corporation that such compensation arrangements be reviewed and/or adjusted. During the term of this Agreement, there shall be no changes to such
arrangements unless agreed to in writing by the Executive and the Corporation.

6.     VACATION

The Executive shall be entitled to paid vacation in each fiscal year of the Corporation consistent with the vacation policy of the Corporation. The Executive's
paid vacation is to be taken at a time approved in advance by the President of the Corporation, which approval shall not be unreasonably withheld but shall take into account the staffing requirements
of the Corporation and the need for the timely performance of the Executive's responsibilities. In the event that the Executive decides not to take all the vacation to which the Executive is entitled
in any fiscal year, the Executive's entitlement to take any such vacation in the next following fiscal year shall be determined in accordance with the Corporation's vacation policy as in effect from
time to time.

7.     EXPENSES

The Executive shall be reimbursed for all reasonable travel and out-of-pocket expenses actually and properly incurred by the Executive
from time to time in connection with carrying out the Executive's duties hereunder. For all such expenses the Executive shall furnish to the Corporation originals of all invoices, receipts or
statements in respect of which the Executive seeks reimbursement, provided that no invoices, receipts or statements shall be required by the Corporation as and when required by the Corporation's
normal procedures for the submission of expense reports by employees of the Employer.

8.     RELOCATION

The location at which the Executive shall normally be required to attend for the purposes of performing his employment duties shall not, without the prior written
consent of the Executive, be located more than fifteen miles from San Jose, California, except that this provision shall not be taken to limit the obligation of the Executive to undertake such
reasonable business travel from time to time as is concomitant with the duties and office of the Executive.

9.     TERMINATION



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10.   SEVERANCE PAYMENTS



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The
benefits described in this Section 10(b) are the only severance benefits or benefits in lieu of notice that the Executive will receive in the event of the termination
of this Agreement for reasons contemplated in this Section 10(b). The provision of benefits to Executive by the Corporation under this Section 10(b) shall cease in the
event that Executive breaches his obligations pursuant to Section 14 of this Agreement.

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11.   CONFIDENTIALITY

The Executive acknowledges and agrees that:



In
acknowledgment of the matters described above and in consideration of the payments to be received by the Executive pursuant to this Agreement, the Executive hereby agrees that the
Executive will not, during the term of the Executive's employment with the Corporation and for two years from the date such employment ceases, directly or indirectly disclose to any person or in any
way make use of (other than for the benefit of the Corporation), in any manner, any of the Trade Secrets, provided that such Trade Secrets shall be deemed not to include information that is or become
generally available to the public other than as a result of disclosure by the Executive.

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12.   NON-SOLICITATION

The Executive hereby agrees that the Executive will not, during the term of the Executive's employment with the Corporation and for two years from the date such
employment ceases, be a party to or abet any solicitation of customers, clients, or suppliers of the Corporation or any of its subsidiaries or affiliated companies, to transfer business from the
Corporation or any of its subsidiaries or affiliated companies to any other person, or seek in any way to persuade or entice any employee of the Corporation or any of its subsidiaries or affiliated
companies to leave that employment or to be a party to or abet any such action.

13.   DISCLOSURE

During the employment period, the Executive shall promptly disclose to the Board of Directors full information concerning any interest, direct or indirect, of the
Executive (as owner, shareholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) or any member of the Executive's immediate family in any business that
is known to the Executive to purchase or otherwise obtain services or products from, or to sell or otherwise provide services or products to the Corporation.

14.   NON-COMPETITION

The Executive covenants and agrees with the Corporation that the Executive will not, during the term of the Executive's employment with the Corporation and
(i) if Executive's employment terminates in a manner that does not result in Executive being provided any severance benefits pursuant to Section 10(b) hereof, through the
period ending December 30, 2000, or (ii) if Executive's employment terminates in a manner resulting in Executive being provided severance benefits pursuant to
Section 10(b) hereof, for a period equal to the period during which severance payments are made pursuant to Section 10(b)(i) hereof, either individually or in
partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, shareholder (unless passive investor) or in any other
manner whatsoever, be involved with any business that is in competition with the business of the Corporation including but not limited to businesses involving EMS services including design and product
engineering competing with those produced by (or services provided by) the Corporation in Canada, Asia or any of any states of the United States of America. The parties intend that this
covenant shall be deemed to be a series of separate covenants, one for each of Canada, Asia and each and every state of the United States. During the same time period, the Executive will not
carry on or be engaged in or concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of, or permit the Executive's name or any part thereof to be used or employed
by or associated with, any person or persons, firm association, syndicate, company or corporation in any business within Canada, the United States or Asia that is involved in any similar
business in which the Corporation is involved during the course of the Executive's employment. If a court of competent jurisdiction deems that the foregoing non-compete provisions are
unreasonable, the court may impose such alternative or substitute restrictions as it deems fit.

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15.   RETURN OF MATERIALS

All files, forms, brochures, books, materials, written correspondence, memoranda, documents, manuals, computer disks, software products and lists (including lists
of customers, suppliers, products and prices) pertaining to the business of the Corporation or any of its subsidiaries and associates that may come into the possession or control of the Executive
shall at all times remain the property of the Corporation or such subsidiary or affiliated company, as the case may be. On termination of the Executive's employment for any reason, the Executive
agrees to deliver promptly to the Corporation all such property of the Corporation in the possession of the Executive or directly or indirectly under the control to the Executive. The Executive agrees
not to make for the Executive's personal or business use or that of any other party, reproductions or copies of any such property or other property of the Corporation.

16.   GOVERNING LAW

The Agreement shall be governed by and construed in accordance with the laws of the province of Ontario. The parties hereto specifically attorn to the
jurisdiction of the courts of Ontario.

17.   SEVERABILITY

If any provision of the Agreement, including the breadth or scope of such provision, shall be held by any court of competent jurisdiction to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, or part thereof, of this Agreement and such
remaining provisions, or part thereof, shall remain enforceable and binding.

18.   ENFORCEABILITY

The Executive hereby confirms and agrees that the covenants and restrictions pertaining to the Executive contained in this Agreement, including, without
limitation, those contained in Section 11, 12 and 14, are reasonable and valid and hereby further acknowledge and agree that the Corporation would suffer irreparable injury in the event
of any breach by the Executive of the Executive's obligations under any such covenant or restriction. Accordingly, the Executive hereby acknowledges and agrees that damages would be an inadequate
remedy at law in connection with any such breach and that the Corporation shall therefore be entitled, in lieu of any action for damages, temporary and permanent injunctive relief enjoining and
restraining the Executive from any such breach.

19.   NO ASSIGNMENT

The Executive may not assign, pledge or encumber the Executive's interest in this Agreement nor assign any of the rights or duties of the Executive under this
Agreement without the prior written consent of the Corporation.

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20.   SUCCESSORS

This Agreement shall be binding on and enure to the benefit of the successors and assigns the Corporation and the heirs, executors, personal legal representatives
and permitted assigns of the Executive.

21.   NOTICES

Any notice or other communication required or permitted to be given hereunder shall be in writing and either delivered by hand or sent by facsimile. If delivery
by hand or by facsimile, notice shall be deemed to have been received at the time it is delivered or received. Notices shall be addressed as follows:





22.   LEGAL ADVICE

The Executive hereby represents and warrants to the Corporation and acknowledges and agrees that the Executive had the opportunity to seek and was not prevented
nor discouraged by the Corporation from seeking independent legal advice prior to the execution and delivery of this Agreement and that, in the event that the Executive did not avail himself of that
opportunity prior to signing this Agreement, the Executive did so voluntarily without any undue pressure and agrees that the Executive's failure to obtain independent legal advice shall not be used by
the Executive as a defence to the enforcement of the Executive's obligations under this Agreement. The Corporation agrees to reimburse the Executive for the reasonable legal fees incurred by the
Executive in obtaining such legal advice.

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23.   LIMITATION ON PAYMENTS.

In the event that the severance benefits provided for in this Agreement (i) constitute "parachute payments" within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 23, would be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then the Executive's severance benefits under Section 10 shall be either:



whichever
of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Employee on an after-tax
basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and
the Employee otherwise agree in writing, any determination required under this Section 23 shall be made in writing in good faith by the accounting firm serving as the Company's independent
public accountants immediately prior to the Change of Control (the "Accountants"). For purposes of making the calculations required by this Section 23, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The
Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 23.

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IN
WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the "Effective Time," as such term is defined in the Agreement and Plan of Merger by and among
Celestica Inc., International Manufacturing Services, Inc. and Celestica Asia Inc.

| |  | CELESTICA ASIA INC.          
| |  | -----------------------------
| |  | by                           
| |  | EXECUTIVE                    
| |  | /s/NATHAN KAWAYENathan Kawaye

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