Exhibit 4.10

EMPLOYMENT AGREEMENT

MEMORANDUM OF AGREEMENT made as of the 22nd day of October 1996.

|BETWEEN |  |                                                        |  | 
|------- |  | ------------------------------------------------------ |  | 
|        |  | CELESTICA, INC.(hereinafter called the "Corporation"), |  | 
|        |  |                                                        |  | 
|        |  | - and -                                                |  | 
|        |  | LISA COLNETT(hereinafter called the "Executive").      |  | 
|        |  |                                                        |  | 

WHEREAS the Executive is Senior Vice-President and President, Memory Division of the Corporation, and 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 as 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 36 months 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 the Corporation and any subsidiaries of the Corporation in such capacity or capacities and shall perform such duties and exercise such
powers pertaining to the management and operation of the Corporation and any subsidiaries and associates of the Corporation (as terms are defined in theBusiness Corporations
Act(Ontario)) as may be determined from time to time by the President & Chief Executive Officer 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 & Chief Executive Officer of the Corporation as the
President & Chief Executive Officer 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 occupy the office of Senior Vice-President and
President, Memory Division of the Corporation and shall:

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3.     Reporting Procedures

The Executive shall report to the person holding the office of the President & Chief Executive Officer of the Corporation. The Executive shall report fully
to the President & Chief Executive Officer of the Corporation 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 and Chief Executive Officer 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 and Chief Executive Officer of the Corporation shall determine that it is
advisable to do so, the President and Chief Executive Officer 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 in accordance with the Corporation's vacation policy for employees of the
Corporation (including the Executive) that is currently in effect, as it may change from time to time. The Executive's paid vacation is be taken at a time approved in advance by the President &
Chief Executive Officer 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 for employees of the Corporation (including the Executive) in
effect 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 her employment duties shall not, without the prior consent
of the Executive, be located more than 25 kilometers outside the Municipality of Metropolitan Toronto, 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.

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9.     Termination



10.   Severance Payments



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11.   Confidentiality

The Executive acknowledges and agrees that:



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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 terminates, be
a party to or abet any solicitation of customers, clients, or suppliers of the Corporation or any of its subsidiaries, to transfer business from the Corporation or any of its subsidiaries or
affiliates to any other person, or seek in any way to persuade or entice any employee of the Corporation or any of its subsidiaries 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)

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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 for
two years from the date such employment terminates, 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 with power systems, memory systems, electronic card assemblies, OEM contract manufacturing competing with those produced by (or services provided by) the Corporation. 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 or the
United States that is involved in any similar business in which the Corporation is involved during the course of the Executive's employment.

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 associate, as the case may be. On termination of the Executive's'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 and the laws of Canada applicable therein.

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

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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 Sections 11, 12 and 14, are reasonable and valid and hereby further acknowledge and agrees 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.

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:





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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 herself 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.

IN
WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date first above written.

|                                                                                      |  |             |  | CELESTICA INC.                           
|------------------------------------------------------------------------------------- |  | ----------- |  | -----------------------------------------
|                                                                                      |  |             |  | by:                                      
|                                                                                      |  |             |  |                                          
|                                                                                      |  |             |  |                                          
|                                                                                      |  |             |  |                                          
|SIGNED, SEALED and DELIVERED
in the presence of
/s/DAN SHEAwitness: Dan Shea
12/23/96 |  | )
)
)
)
)
) |  | /s/LISA COLNETTLisa Colnett
Dec. 23, 1996
|                                                                                      |  |             |  |                                          

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