Exhibit 1.10  Ministry of
  consumer and Ontario Business Services CERTIFICATE This is to certify that
  these articles are effective on June 25 Ministére des Services aux consommateurs  ot aux entreprises  CERTIFICAT Ontario
  Corporation Number Numéro de la société
  en Ontario Juin, 2004 Director / Directrice Business Corporations Act / Loi  sur les sociétés
  par actions RESTATED ARTICLES OF INCORPORATION STATUTS
  MISÁJOUR Form 5 Business Corporations Act Formule
  5 Loi  sur les compagnies 1. The name of the corporation is: CELESTICA
  INC. Dénomination  sociale
  de la compagnie : 2. Date of incorporation/amalgamation: Date de la
  constitution ou de la fusion : 27 SEPTEMBER 1996 (Day,
  Month, Year) (jour, mois, année)
  3. The address of the registered office is: Adresse
  du siége  social : 1150 EGLINTON AVENUE EAST (Street & Number or R.R. Number
  & if Multi-Office Building give Room No.) (Rue et numéro
  ou  numéro de la R.R. et, sil  sagit dun édifice á bureaux, numéro du bureau) TORONTO, ONTARIO M3C1H7
  (Name of Municipality or Post Office) (Nom de la municipalité
  ou du bureau de poste) (Postal
  Code) (Code postal) Nombre (ou
  nombres minimal et maximal) dadministrateurs : 4.
  Number (or minimum and maximum under) of directors is: A minimum of 3
  directors and a maximum of 20 directors. 5. The director(s) is/are: First
  name, initials and surname Prénom, initiales et nom de famille
  Robert L. Crandall William Etherington  Administrateur(s) : Address for
  service, giving Street & No. or R.R. No., Municipality and Postal Code.
  Domicile élu, y compris
  la rue et le numéro, le numéro
  de la R.R., ou le nom de la municipalité
  et le code postal The Claridge 3510 Turtle Creek,
  #4D Dallas, TX U.S.A. 75219 912-38 Avenue Road Toronto, ON M5R 2G2 Resident Canadian State Resident canadien  Oui/Non No Yes Yes or No For Ministry Use Only À l'usage
  exclusif du ministère
  1201522


Annex /Annexe 5. The director(s) is/are: First name, initials
  and surname Prénom, initiales
  et nom de famille Richard S. Love Anthony R. Melman Gerald W. Schwartz Charles W. Szuluk
  Don Tapscott  Administrateur(s):
  Address for service, giving Street & No. or R.R. No., Municipality and
  Postal Code. Domicile élu, y compris
  la rue et le numéro, le numéro
  de la R.R., ou le nom de la municipalité
  et le code postal 28100 Story Hill Lane Los Altos Hills, CA U.S.A. 94022 11 Dewbourne Avenue Toronto, ON M5P
  1Z3 37 Cluny Drive Toronto, ON M4W 2P9 41 Lost
  Beach Lane Vera Beach, FL U.S.A. 32963 65 Highland Avenue Toronto, ON M4W 2A2 Resident Canadian State Yes or No Résident  canadien  Oui/Non No Yes Yes No Yes


6.
  Restrictions, if any, on business the corporation may carry on or on powers
  the corporation may exercise. 2 Limites, sil y a lieu, imposées aux activités  commerciales  ou aux pouvoirs de la compagnie. None 7. The classes and any maximum number of
  shares that the corporation is authorized to issue: Catégories
  et nombre maximal, sil y
  a lieu, dactions  que la compagnie  est  autorisée á émettre: (i) an unlimited number of shares of a class designated as
  subordinate voting shares (Subordinate Voting Shares); (ii) an unlimited
  number of shares of a class designated as multiple voting shares (Multiple
  Voting Shares); and (iii) an unlimited number of Preferred Shares, issuable in series.


3 8. Rights,
  privileges, restrictions and conditions (if any) attaching to each class of
  shares and directors authority with respect to any class of shares which may
  be issued in series: Droits, priviléges,
  restrictions et conditions, sil y a lieu, rattachés á chaque  catégorie  dactions et pouvoirs des administrateurs  relatifs á chaque  catègorie  dactions qui peut  être  émise
  en sèrie: 8.1 Rights Attaching to Subordinate
  Voting Shares and Multiple Voting Shares The Multiple Voting Shares and the
  Subordinate Voting Shares of the Corporation shall carry and have attached
  thereto the following rights, privileges, restrictions and conditions: (a)
  Dividends. Subject to the prior rights of the holders of Preferred Shares,
  the holders of Subordinate Voting Shares and Multiple Voting Shares shall be
  entitled to receive dividends, and the Corporation shall pay dividends on the
  Subordinate Voting Shares and the Multiple Voting Shares, as and when
  declared by the board of directors of the Corporation (the Board), in such
  amount and in such form as the Board may from time to time determine. Except
  as hereinafter provided with respect to dividends consisting of Subordinate
  Voting Shares and Multiple Voting Shares, all dividends that the Board may
  declare from time to time on the Subordinate Voting Shares and the Multiple
  Voting Shares shall be declared and paid in an equal amount per share on all
  Subordinate Voting Shares and Multiple Voting Shares then outstanding.
  Dividends consisting of Subordinate Voting Shares and Multiple Voting Shares
  shall be declared by the Board and shall be paid by the Corporation only as
  follows: (i) dividends consisting of Subordinate
  Voting Shares shall only be declared and paid to holders of Subordinate
  Voting Shares and dividends consisting of Multiple Voting Shares shall only
  be declared and paid to holders of Multiple Voting Shares; and (ii) the
  number of Multiple Voting Shares declared and paid as a dividend with respect
  to each outstanding Multiple Voting Share shall be equal to the number of
  Subordinate Voting Shares declared and paid as a dividend with respect to
  each outstanding Subordinate Voting Share. (b) Voting Rights. The holders of
  Subordinate Voting Shares and Multiple Voting Shares shall be entitled to
  receive notice of and to attend all meetings of shareholders of the
  Corporation and to vote together at all such meetings, except meetings at
  which only the holders of one class or series of shares are entitled to vote
  separately as a class or series, as the case may be. At any meeting at which
  the holders of Subordinate Voting Shares and the holders of Multiple Voting
  Shares are entitled to vote together, the Subordinate Voting Shares shall
  carry one vote per share and the Multiple Voting Shares shall carry 25 votes
  per share. The holders of Multiple Voting Shares shall be entitled to one
  vote per share held at any meeting of holders of Multiple Voting Shares at
  which they are entitled to vote separately as a class. The holders of
  Subordinate Voting Shares shall be entitled to one vote per share at any
  meeting of holders of Subordinate Voting Shares at which they are entitled to
  vote separately as a class. (c) Conversion of Multiple Voting Shares (i) Each Multiple Voting Share shall be convertible at any
  time at the option of the holder thereof into one Subordinate Voting Share.
  (ii) Multiple Voting Shares will be converted automatically into Subordinate
  Voting Shares upon any transfer thereof, except (A) a transfer to Onex
  Corporation (Onex) or any affiliate of Onex or (B) a transfer of 100% of
  the outstanding Multiple Voting Shares to a purchaser who has offered to
  purchase all of the outstanding Subordinate Voting Shares for a per share
  consideration identical to, and otherwise on the same terms as, that offered
  for the Multiple Voting Shares, provided that the Multiple Voting Shares held
  by such purchaser thereafter shall be subject to the provisions of this
  subparagraph (c) as if all references to Onex in this subparagraph (c) were
  references to such purchaser. (iii) If any holder of Multiple Voting Shares
  ceases to be an affiliate of Onex, the Multiple Voting Shares held by such
  holder shall convert automatically into Subordinate Voting Shares on a
  one-for-one basis. (iv) If Onex and its affiliates, collectively, cease to
  have the right, in all cases, to exercise the votes attached to, or to direct
  the voting of, any of the Multiple Voting Shares held by Onex and its
  affiliates, such Multiple Voting Shares shall convert automatically into
  Subordinate Voting Shares on a one-for-one basis. (v) If at any time the
  number of outstanding Multiple Voting Shares shall represent less than 5% of
  the aggregate number of the outstanding Multiple Voting Shares and
  Subordinate Voting Shares, all of the outstanding Multiple Voting Shares
  shall automatically be converted at such time into Subordinate Voting Shares
  on one-for-one basis. (vi) For the purposes of this subparagraph (c), (A)
  Onex includes any successor corporation resulting from an amalgamation,
  merger, arrangement, sale of all or substantially all of the assets, or other
  business combination or reorganization involving Onex, provided that such,
  successor corporation beneficially owns directly or indirectly all Multiple
  Voting Shares beneficially owned directly or indirectly by Onex immediately
  prior to such transaction, and is controlled by the same person or persons as
  controlled Onex prior to the consummation of such transaction; (B) a
  corporation shall be deemed to be a subsidiary of another corporation if, but
  only if, (1) it is controlled by that other, or that other and one or more
  corporations each of which is controlled by that other, or two or more
  corporations each of which is controlled by that other, or (2) it is a
  subsidiary of a corporation that is that others


3A 8. Continued
  subsidiary; (C) affiliate means a subsidiary of Onex or a corporation
  controlled by the same person or company that controls Onex; (D) control
  means beneficial ownership of, or control or direction over, securities
  carrying more than 50% of the votes that may be cast to elect directors if
  those votes, if cast, could elect more than 50% of the directors; and (E) a
  person is deemed to beneficially own any security which is beneficially owned
  by a corporation controlled by such person. (d) Modification, Sub-division
  and Consolidation. Any modification to the provisions attaching to either the
  Subordinate Voting Shares or the Multiple Voting Shares shall require the
  separate affirmative vote of two-thirds of the votes cast by the holders of
  Subordinate Voting Shares and Multiple Voting Shares, respectively, voting as
  a separate class. The Corporation may not subdivide or consolidate the
  Subordinate Voting Shares or the Multiple Voting Shares without at the same
  time proportionately subdividing or consolidating the shares of the other class.
  (e) Rights on Dissolution. In the event of the liquidation, dissolution or
  winding-up of the Corporation, whether voluntary or involuntary, or any other
  distribution of the assets of the Corporation among its shareholders for the
  purpose of winding up its affairs, subject to the prior rights of the holders
  of Preferred Shares, the holders of the Subordinate Voting Shares and
  Multiple Voting Shares then outstanding shall be entitled to receive the
  remaining property and assets of the Corporation rateably
  according to the number of shares of both class of shares held by each
  holder. 8.2 Preferred Shares The Preferred Shares shall be attached thereto,
  as a class, the following rights, privileges, restrictions and conditions:
  (a) Issuable in Series. The Board may issue the
  Preferred Shares at any time or from time to time in one or more series. (b)
  Board to Fix Terms of Each Series. Before the issuance of shares of any such
  series, the Board shall (i) fix the number of
  shares in such series, (ii) determine, subject to the provisions attaching to
  the Preferred Shares as a class, the designation of, and the rights,
  privileges, restrictions and conditions attaching to, the Preferred Shares of
  such series (including, without limiting the generality of the foregoing, the
  rate or amount of dividends or the method of calculating dividends, the dates
  of payment thereof, the price and terms and conditions of any purchase for
  cancellation, retraction or redemption rights, voting rights (subject to
  section 8 hereof), any conversion or exchange rights and any sinking fund, or
  other provisions) and (iii) send to the Director under the Business
  Corporations Act (Ontario), as the same may be amended, re-enacted or
  replaced from time to time (the Act), articles of amendment in the
  prescribed form setting out such number, designation, rights, privileges,
  restrictions and conditions. (c) Ranking. The Preferred Shares of each series
  shall rank as to dividends (to the extent, if any, that cumulative dividends
  are provided for in the provisions attaching thereto as a series) and capital
  on a parity with the Preferred Shares of every other
  series. The Preferred Shares of each series shall rank as to dividends and
  capital senior to the Subordinate Voting Shares and the Multiple Voting Shares.
  (d) Rights on Dissolution. In the event of the liquidation, dissolution or
  winding-up of the Corporation, whether voluntary or involuntary, or any other
  distribution of the assets of the Corporation among its shareholders for the
  purpose of winding up its affairs, the holders of the Preferred Shares of
  each series shall be entitled to receive from the assets of the Corporation
  in respect of each such share held a sum equal to the amount in the stated
  capital account for such series divided by the number of shares in such
  series then outstanding, together with any accrued (in the case of cumulative
  dividends) or declared (in the case of non-cumulative dividends) and unpaid
  dividends thereon, before any amount shall be paid or any assets of the Corporation
  shall be distributed to the holders of Subordinate Voting Shares or Multiple
  Voting Shares. Upon the receipt of such sum by the holders of the Preferred
  Shares of each series, such holders shall not be entitled to share in the
  distribution of the remaining assets of the Corporation and their Preferred
  Shares shall be cancelled.


3A 8. Continued
  (C)affiliate means a subsidiary of Onex or a corporation controlled by the
  same person or company that controls Onex; (D) control means beneficial
  ownership of, or control or direction over, securities carrying more than 50%
  of the votes that may be cast to elect directors if those votes, if cast,
  could elect more than 50% of the directors; and (E) a person is deemed to
  beneficially own any security which is beneficially owned by a corporation
  controlled by such person. (d) Modification, Sub-division and Consolidation.
  Any modification to the provisions attaching to either the Subordinate Voting
  Shares or the Multiple Voting Shares shall require the separate affirmative
  vote of two-thirds of the votes cast by the holders of Subordinate Voting
  Shares and Multiple Voting Shares, respectively, voting as a separate class.
  The Corporation may not subdivide or consolidate the Subordinate Voting
  Shares or the Multiple Voting Shares without at the same time proportionately
  subdividing or consolidating the shares of the other class. (e) Rights on
  Dissolution. In the event of the liquidation, dissolution or winding-up of
  the Corporation, whether voluntary or involuntary, or any other distribution
  of the assets of the Corporation among its shareholders for the purpose of
  winding up its affairs, subject to the prior rights of the holders of
  Preferred Shares, the holders of the Subordinate Voting Shares and Multiple
  Voting Shares then outstanding shall be entitled to receive the remaining
  property and assets of the Corporation rateably
  according to the number of shares of both class of shares held by each
  holder. 8.2 Preferred Shares The Preferred Shares shall be attached thereto,
  as a class, the following rights, privileges, restrictions and conditions:
  (a) Issuable in Series. The Board may issue the
  Preferred Shares at any time or from time to time in one or more series. (b)
  Board to Fix Terms of Each Series. Before the issuance of shares of any such
  series, the Board shall (i) fix the number of
  shares in such series, (ii) determine, subject to the provisions attaching to
  the Preferred Shares as a class, the designation of, and the rights,
  privileges, restrictions and conditions attaching to, the Preferred Shares of
  such series (including, without limiting the generality of the foregoing, the
  rate or amount of dividends or the method of calculating dividends, the dates
  of payment thereof, the price and terms and conditions of any purchase for
  cancellation, retraction or redemption rights, voting rights (subject to
  section 8 hereof), any conversion or exchange rights and any sinking fund, or
  other provisions) and (iii) send to the Director under the Business
  Corporations Act (Ontario), as the same may be amended, re-enacted or
  replaced from time to time (the Act), articles of amendment in the
  prescribed form setting out such number, designation, rights, privileges,
  restrictions and conditions. (c) Ranking. The Preferred Shares of each series
  shall rank as to dividends (to the extent, if any, that cumulative dividends
  are provided for in the provisions attaching thereto as a series) and capital
  on a parity with the Preferred Shares of every other
  series. The Preferred Shares of each series shall rank as to dividends and
  capital senior to the Subordinate Voting Shares and the Multiple Voting
  Shares. (d) Rights on Dissolution. In the event of the liquidation,
  dissolution or winding-up of the Corporation, whether voluntary or involuntary,
  or any other distribution of the assets of the Corporation among its
  shareholders for the purpose of winding up its affairs, the holders of the
  Preferred Shares of each series shall be entitled to receive from the assets
  of the Corporation in respect of each such share held a sum equal to the
  amount in the stated capital account for such series divided by the number of
  shares in such series then outstanding, together with any accrued (in the
  case of cumulative dividends) or declared (in the case of non-cumulative
  dividends) and unpaid dividends thereon, before any amount shall be paid or
  any assets of the Corporation shall be distributed to the holders of
  Subordinate Voting Shares or Multiple Voting Shares. Upon the receipt of such
  sum by the holders of the Preferred Shares of each series, such holders shall
  not be entitled to share in the distribution of the remaining assets of the
  Corporation and their Preferred Shares shall be cancelled.


4 9. The issue,
  transfer or ownership of shares is/is not restricted and the restrictions (if
  any) are as follows: Lémission, le transfert  ou la propriété  dactions  est/nest pas restreint. Les
  restrictions, sil y a lieu, sont
  les suivantes: The Corporation shall not create any
  class or series of shares, or issue any shares of any class or series (other
  than Subordinate Voting Shares) having the right to vote generally on all
  matters that may be submitted to a vote of shareholders (except matters for
  which applicable law requires the approval of holders of another class or
  series of shares voting separately as a class or series) without the separate
  affirmative vote of two-thirds of the votes cast by the holders of
  Subordinate Voting Shares and Multiple Voting Shares, respectively, voting as
  separate classes. 10. Other provisions (if any): Autres
  dispositions, sil y a lieu: The board of directors
  of the Corporation may, without authorization of the shareholders of the
  Corporation, from time to time, in such amounts and on such terms as it deems
  expedient: (a) borrow money upon the credit of the Corporation; (b) issue,
  reissue, sell or pledge debt obligations of the Corporation; (c) give a
  guarantee on behalf of the Corporation to secure performance of an obligation
  of any person; and (d) charge, mortgage, hypothecate, pledge or otherwise
  create a security interest in all or any of the currently owned or
  subsequently acquired real and personal, movable and immovable, property of
  the Corporation, including book debts, rights, powers, franchises and
  undertaking, to secure any obligation of the Corporation. The board of
  directors may from time to time by resolution delegate to a committee of
  directors or to one or more of the directors or officers of the Corporation
  all or any of the powers hereby conferred upon the board to such extent and
  in such manner as the board shall determine at the time of each such
  delegation. Nothing in this section shall limit or restrict the borrowing of
  money by the Corporation on bills of exchange or promissory notes made,
  drawn, accepted or endorsed by or on behalf of the Corporation.


11. These
  restated articles of incorporation correctly set out the corresponding
  provisions of the articles of incorporation as amended and supersede the
  original articles of incorporation and all the amendments thereto. Les présents  statuts  mis á jour énoncent  correctement les dispositions correspondantes
  des statuts  constitutifs  telles  quelles  sont  modifiées et remplacent les statuts  constitutifs
  et les modifications qui y ont  été
  apportées. These articles are signed in duplicate.
  Les présents  statuts  sont  signés en double exemplaire. CELESTICA INC. (Name of Corporation) (Dénomination  sociale de la société) By/Par Corporate Secretary (Signature)
  (Signature) (Description of Office) (Fonction)