<PAGE>

                                                    CONFIDENTIAL MATERIALS
                                                    OMITTED AND FILED
                                                    SEPARATELY WITH THE
                                                    SECURITIES AND
                                                    EXCHANGE COMMISSION.
                                                    ASTERISKS DENOTE OMISSIONS.

                                                                   EXHIBIT 3.9







                            ASSET PURCHASE AGREEMENT



                                 BY AND BETWEEN



                            LUCENT TECHNOLOGIES INC.



                                    AS SELLER



                                       AND



                              CELESTICA CORPORATION



                                    AS BUYER





                            DATED AS OF JULY 24, 2001






                          LUCENT TECHNOLOGIES/CELESTICA


<PAGE>





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>      <C>                                                                                            <C>
1.       Definitions......................................................................................1
1.1      Defined Terms....................................................................................1
1.2      Other Definitional and Interpretive Matters......................................................9

2.       Purchase and Sale of the Business................................................................10
2.1      Purchase and Sale of Assets......................................................................10
2.2      Excluded Assets..................................................................................11
2.3      Purchase Price...................................................................................12
2.4      Assumed Liabilities..............................................................................13
2.5      Excluded Liabilities.............................................................................14
2.6      Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties................14
2.7      No Licenses......................................................................................15
2.8      Bulk Sales Law...................................................................................15
2.9      Taxes............................................................................................16
2.10     Inventory Put-Back...............................................................................16

3.       Representations and Warranties of Seller.........................................................16
3.1      Organization and Qualification...................................................................16
3.2      Authorization; Binding Effect....................................................................17
3.3      Non-Contravention; Consents......................................................................17
3.4      Title to Property; Principal Equipment; Sufficiency of Assets....................................18
3.5      Permits, Licenses................................................................................18
3.6      Real Estate......................................................................................18
3.7      Compliance With Laws; Litigation.................................................................19
3.8      Business Employees...............................................................................20
3.9      Contracts........................................................................................20
3.10     Environmental Matters............................................................................21
3.11     Financial Statement; Absence of Changes..........................................................22
3.12     Intellectual Property............................................................................22
3.13     Brokers..........................................................................................23
3.14     Inventory........................................................................................23
3.15     Full Disclosure..................................................................................23
3.16     Projections......................................................................................24
3.17     No Other Representations or Warranties...........................................................24

4.       Representations and Warranties of Buyer..........................................................24
4.1      Organization and Qualification...................................................................24
4.2      Authorization; Binding Effect....................................................................24
4.3      No Violations....................................................................................25
4.4      Brokers..........................................................................................25
4.5      No Other Seller Representations and Warranties...................................................25
4.6      Sufficiency of Funds.............................................................................26

5.       Certain Covenants................................................................................26
5.1      Access and Information...........................................................................26
5.2      Conduct of Business..............................................................................28
5.3      Tax Reporting and Allocation of Consideration....................................................29
</TABLE>


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<PAGE>



<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                        ----
<S>      <C>                                                                                            <C>


5.4      Business Employees...............................................................................29
5.5      Collateral Agreements; Leased Equipment..........................................................31
5.6      Regulatory Compliance............................................................................32
5.7      Contacts with Suppliers, Employees and Customers.................................................32
5.8      No Negotiation or Solicitation...................................................................32
5.9      Use of Lucent's Name.............................................................................32
5.10     Environmental....................................................................................34
5.11     SEC Disclosure...................................................................................38
5.12     Schedule Updates.................................................................................38
5.13     Assets Put.......................................................................................39
5.14     Business Services Agreement......................................................................39

6.       Confidential Nature of Information...............................................................40
6.1      Confidentiality Agreement........................................................................40
6.2      Seller's Proprietary Information.................................................................40

7.       Closing..........................................................................................41
7.1      Deliveries by Seller.............................................................................41
7.2      Deliveries by Buyer..............................................................................42
7.3      Closing Date.....................................................................................43
7.4      Contemporaneous Effectiveness....................................................................43
7.5      Risk of Loss for Purchased Assets................................................................43

8.       Conditions Precedent to Closing..................................................................43
8.1      General Conditions...............................................................................43
8.2      Conditions Precedent to Buyer's Obligations......................................................44
8.3      Conditions Precedent to Seller's Obligations.....................................................45

9.       Status of Agreements.............................................................................45
9.1      Effect of Breach.................................................................................45
9.2      Survival of Representations and Warranties.......................................................45
9.3      General Agreement to Indemnify...................................................................46
9.4      General Procedures for Indemnification...........................................................48
9.5      Breach of Representations Resulting in Limitation of Obligations Under the Supply Agreement......49

10.      Miscellaneous Provisions.........................................................................49
10.1     Notices..........................................................................................49
10.2     Expenses.........................................................................................50
10.3     Entire Agreement; Modification...................................................................50
10.4     Assignment; Binding Effect; Severability.........................................................50
10.5     Governing Law....................................................................................51
10.6     Execution in Counterparts........................................................................51
10.7     Public Announcement..............................................................................51
10.8     No Third-Party Beneficiaries.....................................................................51

11.      Termination and Waiver...........................................................................52
11.1     Termination......................................................................................52
11.2     Effect of Termination............................................................................52
11.3     Waiver of Agreement..............................................................................52
11.4     Amendment of Agreement...........................................................................53
</TABLE>


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<PAGE>


Schedules

SCHEDULE 1.1(d)   Principal Equipment
SCHEDULE 2.1(g)   Licenses
SCHEDULE 2.1(i)   Governmental Permits
SCHEDULE 2.2(f)   Excluded Contracts
SCHEDULE 2.2(i)   Certain Excluded Assets
SCHEDULE 3.3(b)   Required Consents
SCHEDULE 3.6(a)   Premises
SCHEDULE 3.6(b)   Buildings
SCHEDULE 3.6(c)   Repairs
SCHEDULE 3.7(a)   Compliance with Laws
SCHEDULE 3.7(b)   Litigation
SCHEDULE 3.8(a)   Business Employees
SCHEDULE 3.8(b)   Benefit Plans
SCHEDULE 3.9      Material Contracts
SCHEDULE 3.10     Environmental Matters
SCHEDULE 3.11     Financial Statements
SCHEDULE 3.12(b)  Intellectual Property
SCHEDULE 3.16     Projections
SCHEDULE 4.3(b)   Buyer Consents
SCHEDULE 5.2      Exceptions to Seller's Conduct of Business
SCHEDULE 5.4      Initially Transferred Employees



EXHIBITS

EXHIBIT A    Form of Assignment and Bill of Sale
EXHIBIT B    Form of Assumption Agreement
EXHIBIT C    Form of Intellectual Property Agreement
EXHIBIT D    Form of Lease
EXHIBIT E    Form of Real Estate Deed
EXHIBIT F    Form of Supply Agreement
EXHIBIT G    Form of Transition Services Agreement
EXHIBIT H    Form of Access Agreement
EXHIBIT I    Business Services Term Sheet


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                  AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS

         THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS ("Agreement") is
made as of July 24, 2001 by and between LUCENT TECHNOLOGIES INC., a Delaware
corporation, having an office at 600-700 Mountain Avenue, Murray Hill, New
Jersey 07974-0636 ("Seller" or "Lucent"), and CELESTICA CORPORATION, a Delaware
corporation, having an office at Pease International Tradeport, Attn. EXA03, 72
Pease Boulevard, Newington, New Hampshire 03801 ("Buyer").

                                 R E C I T A L S

         A. WHEREAS, Seller is, among other things, engaged through its Wireless
Networks Group at the Premises (as hereinafter defined) in the manufacturing and
repair of printed circuit board assemblies and frame assemblies for wireless
products, including the CDMA, UMTS and power amplifiers (collectively, the
"Business");

         B. WHEREAS, the Business is composed of certain assets and liabilities
that are currently part of Seller;

         C. WHEREAS, Seller desire to sell, transfer and assign to Buyer, and
Buyer desires to purchase and assume from Seller, the Purchased Assets (as
hereinafter defined), and Buyer is willing to assume, the Assumed Liabilities
(as hereinafter defined), in each case as more fully described and upon the
terms and subject to the conditions set forth herein; and

         D. WHEREAS, Seller and Buyer desire to enter into each Assignment and
Bill of Sale, each Assumption Agreement, the Supply Agreement, the Intellectual
Property Agreement, the Transition Services Agreement, the Lease, each Real
Estate Deed and the Access Agreement (collectively, the "Collateral
Agreements").

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein contained and intending to be legally bound hereby, the parties hereto
hereby agree as follows:

1.       DEFINITIONS

1.1      DEFINED TERMS

         For the purposes of this Agreement, in addition to the words and
phrases that are described throughout the body of this Agreement, the following
words and phrases shall have the following meanings:

         "ACCESS AGREEMENT" means the agreement substantially in the form set
forth as Exhibit H.

         "AFFILIATE" of any Person means any Person that controls, is controlled
by, or is under common control with such Person. "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such entity, whether through ownership of voting
securities or other interests, by contract or otherwise.



                                      - 1 -

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<PAGE>



         "AGREEMENT" has the meaning assigned in the preamble hereof.

         "ASSET ACQUISITION STATEMENT" has the meaning assigned in Section
5.3(b).

         "ASSIGNMENT AND BILL OF SALE" means each agreement in substantially the
form set forth as Exhibit A.

         "ASSUMED LIABILITIES" means the liabilities and obligations of Seller
assumed by Buyer pursuant to the Assumption Agreement and Section 2.4.

         "ASSUMPTION AGREEMENT" means each agreement in substantially the form
set forth as EXHIBIT B.

         "BENEFIT PLAN" means, in respect of any Business Employee, each
"employee benefit plan," as defined in Section 3(3) of ERISA (including any
"multiemployer plan" as defined in Section 3(37) of ERISA) and each
profit-sharing, bonus, stock option, stock purchase, stock ownership, pension,
retirement, severance, deferred compensation, excess benefit, supplemental
unemployment, post-retirement medical or life insurance, welfare or incentive
plan, or sick leave, long-term disability, medical, hospitalization, life
insurance, other insurance plan, or other employee benefit plan, program or
arrangement, whether written or unwritten, qualified or non-qualified, funded or
unfunded, maintained or contributed to by Seller.

         "BUSINESS" has the meaning assigned in Recital A hereof.

         "BUSINESS DAY" means a day that is not a Saturday, a Sunday or a
statutory or civic holiday in the State of New York or any other day on which
the principal offices of Seller or Buyer are closed or become closed prior to
2:00 p.m. local time.

         "BUSINESS EMPLOYEES" means the employees of Seller employed in the
Business and identified on SCHEDULE 3.8(a).

         "BUSINESS RECORDS" means all books, records, ledgers and files or other
similar information used primarily in the conduct of the Business, including
price lists, customer lists, vendor lists, mailing lists, warranty information,
catalogs, sales promotion literature, advertising materials, brochures, records
of operation, standard forms of documents, manuals of operations or business
procedures, research materials and product testing reports required by any
national, federal, state, provincial or local court, administrative body or
other Governmental Body of any country, but excluding any such items to the
extent (i) they are included in, or primarily related to, any Excluded Assets or
Excluded Liabilities, (ii) any applicable Law prohibits their transfer, or (iii)
they are confidential personnel records.

         "BUYER" has the meaning assigned in the preamble hereof.

         "CERCLA" means the Comprehensive  Environmental Response,
Compensation,  and Liability Act of 1980, 42 U.S.C. Sections 9601 ET SEQ. as
amended.

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<PAGE>


         "CLOSING" means the closing of the transactions described in Article 7.

         "CLOSING BALANCE SHEET" has the meaning assigned in Section 2.3(c).

         "CLOSING  DATE" means August 31, 2001 or such later date as Seller and
Buyer may  mutually  agree  provided  that such date is not later than
December 31, 2001.

         "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

         "COLLATERAL AGREEMENTS" has the meaning assigned in Recital D hereof.

         "CONFIDENTIALITY AGREEMENT" shall mean the agreement between Seller and
Buyer dated March 14, 2001.

         "CONTRACTS" means all Third-Party contracts, agreements, leases and
subleases, supply contracts, purchase orders, sales orders and instruments used
or held for use in each case primarily in the conduct of the Business, that will
be in effect on the Closing Date to which Seller is a party, (i) for the lease
of furniture, office equipment or Leased Equipment, as contemplated by Section
5.5(b), (ii) for the provision of goods or services by the Business or for the
Business, (iii) for the purchase of goods or supplies that would constitute
Inventory, that is required in the opinion of Buyer to satisfy Buyer's
obligations for current production requirements under the Supply Agreement as at
the Closing Date and that cannot be satisfied by the Purchased Inventory or (iv)
any such contracts, agreements, instruments and leases referred to in clauses
(i) - (iii), inclusive, entered into between the date hereof and outstanding as
of the Closing Date by Seller, but "Contracts" excludes the Excluded Contracts.

         "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such entity,
whether through ownership of voting securities or other interests, by contract
or otherwise.

         "COUNSEL FOR BUYER" means Davies Ward Phillips & Vineberg LLP.

         "COUNSEL FOR SELLER" means a corporate counsel of Seller.

         "CUT-OFF BALANCE SHEET" has the meaning assigned in Section 2.3 (b).

         "CUT-OFF NET ASSET VALUE" has the meaning assigned in Section 2.3(b).

         "EFFECTIVE TIME" means 11:59 pm (Eastern Standard Time) on the Closing
Date.

         "ENCUMBRANCE" means any lien, claim, charge, security interest,
mortgage, pledge, easement, conditional sale or other title retention agreement,
covenant or other similar restrictions or third party rights affecting the
Purchased Assets other than Permitted Encumbrances.

         "ENVIRONMENTAL LAW" means any local, county, state or federal Law that
governs the existence of or provides a remedy for release of Hazardous
Substances, the protection of


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<PAGE>



persons, natural resources or the environment, the management of Hazardous
Substances, or other activities involving Hazardous Substances including,
without limitation, under CERCLA, the Resources Conservation and Recovery
Act, the Clean Water Act, the Clean Air Act or any other similar federal,
state, local or county Laws and occupational, health and safety Laws.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "EXCLUDED ASSETS" means the properties and assets of the Business
excluded from the Purchased Assets by Section 2.2.

         "EXCLUDED CONTRACTS" means those Contracts (i) identified in SCHEDULE
2.2(f), (ii) under which performance by Seller or an Affiliate has been
completed and for which there is no remaining warranty, maintenance, or support
obligation, (iii) relating to any General Purchase Agreement, and (iv) relating
to Excluded Assets or Excluded Liabilities.

         "EXCLUDED LEASED EQUIPMENT" has the meaning assigned in Section 5.5(b).

         "EXCLUDED LIABILITIES" means the liabilities and obligations that are
not assumed by Buyer as provided in Section 2.5.

         "FINAL NET ASSET VALUE" has the meaning assigned in Section 2.3(c)

         "FINANCIAL STATEMENTS" has the meaning assigned in Section 3.11(a).

         "FIXTURES AND SUPPLIES" means all furniture, furnishings and other
tangible personal property owned by Seller and used or held for use primarily in
the conduct of the Business and located on the Premises, including desks,
tables, chairs, file cabinets and other storage devices and office supplies but
excluding any such items related to Excluded Assets or Excluded Liabilities.

         "GENERAL PURCHASE AGREEMENTS" shall mean Third-Party supply contracts
or other agreements between Seller or its Affiliates and a Third Party pursuant
to which Seller or its Affiliates purchase products or services from such
Third-Party for any of Seller's or its Affiliates businesses other than solely
for the Business.

         "GOVERNMENTAL BODY" means any legislative, executive or judicial unit
of any governmental entity (foreign, federal, state or local) or any department,
commission, board, agency, bureau, official or other regulatory, administrative
or judicial authority thereof.

         "GOVERNMENTAL PERMITS" means all governmental permits and licenses,
certificates of inspection, registrations, approvals or other authorizations
issued to Seller with respect to the Business or the Premises or necessary for
the operation of the Business or the Premises as currently conducted under
applicable Laws.


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<PAGE>



         "HAZARDOUS SUBSTANCE" means any substance that is regulated under any
Environmental Law or is deemed by any Environmental Law to be "hazardous",
"toxic", a "contaminant", a "waste" or a "pollutant".

         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

         "INDEMNIFIED PARTY" has the meaning assigned in Section 9.3(a).

         "INDEMNIFYING PARTY" has the meaning assigned in Section 9.4(a).

         "INITIAL BALANCE SHEET" has the meaning assigned in Section 3.11(a).

         "INITIALLY TRANSFERRED EMPLOYEES" has the meaning assigned in Section
5.4(a).

         "INTELLECTUAL PROPERTY AGREEMENT" means the agreement in substantially
the form set forth as EXHIBIT C.

         "INVENTORY" means all inventory, wherever located, including raw
materials, work in process, recycled materials, repair material, finished
products (to the extent that such finished products can be utilized with
additional added value in the production of orderable items), inventoriable
supplies, and non-capital spare parts owned by Seller and used or held for use
primarily in the conduct of the Business, and any rights of Seller to the
warranties received from suppliers and any related claims, credits, rights of
recovery and setoff with respect to such Inventory, but only to the extent such
rights are assignable, but excluding any inventory related to Excluded Assets or
Excluded Liabilities.

         "IRS" means the U.S. Internal Revenue Service.

         "LAWS" shall mean any applicable national, foreign, federal, state,
provincial or local law, statute, ordinance, rule, regulation, code, order,
judgment, injunction or decree of any Governmental Body.

         "LEASE" means the lease to be entered into between Seller and Buyer
relating to a portion of the Premises in substantially the form set forth as
EXHIBIT D.

         "LEASED EQUIPMENT" means the computers, servers, machinery and
equipment and other similar items leased and used by Seller primarily in the
conduct of the Business but excluding any such items related to Excluded Assets
or Excluded Liabilities.

         "LICENSED INTELLECTUAL PROPERTY" means the Proprietary Information of
Seller licensed to Buyer or any of Buyer's Affiliates pursuant to, and as
specifically identified and set forth in, the Intellectual Property Agreement or
the Supply Agreement.

         "LICENSES" means all licenses, agreements and other arrangements
identified on SCHEDULE 2.1(g) under which Seller has the right to use any
Proprietary Information of a Third Party to the extent used or held for use
primarily in the conduct of the Business but not


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<PAGE>


the  Nonassignable  Licenses  or any such items  related to  Excluded  Assets or
Excluded Liabilities.

         "LOSSES" has the meaning assigned in Section 9.3(a).

         "LSP" has the meaning assigned in Section 5.4(e).

         "LTSSP" has the meaning assigned in Section 5.4(e).

         "LUCENT" has the meaning assigned in the preamble hereof.

         "BUSINESS SERVICES AGREEMENT" means the management and labor services
agreement entered into by Seller and Buyer pursuant to Section 5.14 hereof.

         "MATERIAL ADVERSE EFFECT" means any condition or event that has a
material and adverse effect upon the financial condition or results of
operations of the Business taken as a whole, other than any condition or event
arising out of or resulting from actions of Buyer in connection with this
Agreement.

         "MATERIAL CONTRACTS" has the meaning assigned in Section 3.9.

         "MATERIAL UNCERTAINTY" has the meaning assigned in Section 2.3(b).

         "NET ASSET VALUE" means the sum of the value of the Inventory (valued
at net book value) plus the value of the Principal Equipment, the Fixtures and
Supplies, and the Premises (each valued at net book value) less the value of the
Assumed Liabilities referred to in Section 2.4, that are reflected specifically
on the Initial Balance Sheet, the Cut-Off Balance Sheet or the Closing Balance
Sheet, as applicable.

         "NONASSIGNABLE ASSETS" has the meaning assigned in Section 2.6(b).

         "NONASSIGNABLE LICENSES" means those licenses of third party
Proprietary Information to which Seller or one of its Affiliates is the licensee
that are (i) not by their terms assignable to Buyer, or (ii) related to other
businesses of Seller or one of its Affiliates and not primarily to the Business,
or (iii) licenses under any patent of any third party.

         "NON-REPRESENTED EMPLOYEES" shall mean the non-represented employees of
the Business employed at the Premises. Such Non-Represented Employees who accept
Buyer's offer of employment in accordance with Section 5.4(a), as of the
effective date of their employment with Buyer, shall be referred to as
"Transferred Non-Represented Employees".

         "OKLAHOMA CITY APA" means the Asset Purchase Agreement dated as of the
date hereof between Seller and Buyer relating to the sale of Seller's
manufacturing facility in Oklahoma City, Oklahoma.

         "PENSION PLAN" has the meaning assigned in Section 3.8(b).


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         "PERMITTED ENCUMBRANCES" means any (i) liens for Taxes, assessments and
other governmental charges or of landlords, liens of carriers, warehouseman,
mechanics and material men incurred in the ordinary course of business, in each
case for sums not yet due and payable or due but not delinquent or being
contested in good faith by appropriate proceedings, (ii) liens incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases government contracts, performance and return of money bonds
and similar obligations; provided that such liens are related to obligations
which are not due or delinquent, are not registered as Encumbrances against
title to any of the Purchased Assets and adequate holdbacks are being maintained
as required by applicable legislation, (iii) purchase money liens, arising in
the ordinary course of business and limited to the property acquired (iv)
licenses granted by Seller or an Affiliate in connection with sales of products
in the ordinary course of business which do not in the aggregate materially
detract from the value of the Purchased Assets or materially interfere with the
use thereof in the operation of the Business, and (v) any Encumbrance or minor
imperfection in title and minor encroachments, if any, not material in amount
that, individually or in the aggregate, do not materially interfere with the
conduct of the Business or with the use of the Purchased Assets and do not
materially affect the value of the Purchased Assets.

         "PERSON" means any individual, corporation, partnership, firm,
association, joint venture, joint stock company, trust, unincorporated
organization or other entity, or any government or regulatory, administrative or
political subdivision or agency, department or instrumentality thereof.

         "PREMISES" means the real property that is owned and used by Seller
primarily in the conduct of the Business identified on SCHEDULE 3.6(a).

         "PRINCIPAL EQUIPMENT" means the computers, servers, machinery and
equipment and other similar items used by Seller primarily in the conduct of the
Business (including, without limitation, all items which are identified in
SCHEDULE 1.1(d)) but not the Leased Equipment or any such items related to
Excluded Assets or Excluded Liabilities. Principal Equipment includes rights to
the warranties received from the manufacturers and distributors of said items
and to any related claims, credits, rights of recovery and setoff with respect
to said items, but only to the extent such rights are assignable.

         "PROPRIETARY INFORMATION" means industrial and intellectual property
under the laws of the United States, Canada and other jurisdictions, including
all: (i) trade secrets, confidential information and confidential know-how,
including all unpatented inventions, customer and supplier lists, formulae,
systems, methodologies, ideas, concepts, processes, documents, works, designs,
prototypes, materials, technologies, inventor's notes, blueprints, unpublished
studies and data, libraries, research designs, research results and notes,
prototypes, drawings, design and construction specifications, production,
operating and quality control manuals, technical manuals, marketing strategies,
and current or proposed business opportunities; (ii) copyrights and all waivers
of moral rights associated with copyrights, including all copyrights and moral
rights in software, and also rights to graphic design and user interface


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<PAGE>


elements and "look and feel", and databases; (iii) industrial designs, design
patents and other designs; (iv) mask works and integrated circuit topographies;
(v) patents; (vi) registered and unregistered trade-marks, service marks, sound
marks, trade names, brand names, trade dress, indicia, distinguishing guises,
logos, insignia, designs, business names, domain names, Internet protocol
addresses and classes of Internet protocol addresses, any other source or
business identifiers and fictitious characters, and all goodwill associated with
the foregoing; and all registrations, applications for registration, reissues,
extensions, renewals, divisions, continuations and continuations-in-part
relating to the foregoing.

         "PURCHASE PRICE" has the meaning assigned in Section 2.3(a).

         "PURCHASED ASSETS" has the meaning assigned in Section 2.1.

         "PURCHASED INVENTORY" means Inventory which is required by Buyer for
the performance of Buyer's obligations under the Supply Agreement for a period
of twelve (12) months following the Closing Date and which is supported by
Seller's projected demand as of the date hereof for the twelve (12) month period
following the Closing Date.

         "PURCHASED LEASED EQUIPMENT" has the meaning assigned in Section
5.5(b).

         "REAL ESTATE DEED" means the deed with respect to Premises in
substantially the form set forth on EXHIBIT E.

         "REASONABLE COMMERCIAL EFFORTS" means that the obligated party is
required to make a diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require an expenditure
of funds or the incurrence of a liability on the part of the obligated party,
nor does it require that the obligated party act in a manner that would be
contrary to normal commercial practices in order to accomplish the objective.
The fact that the objective is or is not actually accomplished is no indication
that the obligated party did or did not in fact utilize its reasonable
commercial efforts in attempting to accomplish the objective.

         "REPRESENTED EMPLOYEES" shall mean the employees of the Business
represented by the Union and employed at the Premises. Such Represented
Employees who accept Buyer's offer of employment in accordance with Section
5.4(a), as of the effective date of their employment with Buyer, shall be
referred to as "TRANSFERRED REPRESENTED EMPLOYEES".

         "REQUIRED CONSENT" has the meaning assigned in Section 3.3(b).

         "SELLER" has the meaning assigned in the preamble hereof.

         "SUBSEQUENTLY TRANSFERRED EMPLOYEES" has the meaning assigned in
Section 5.4(a).

         "SUBSIDIARY" means (a) any corporation in an unbroken chain of
corporations beginning with Seller, if each of the corporations other than the
last corporation in the unbroken chain then owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain, (b) any partnership in


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


which Seller is a general partner or (c) any partnership, corporation, limited
liability company or similar entity that Seller controls, through the ownership
of interests or otherwise.

         "SUPPLY AGREEMENT" means the agreement in substantially the form set
forth as Exhibit F.

         "TAXES" means all taxes of any kind, charges, fees, customs, levies,
duties, imposts, required deposits or other assessments, including, without
limitation, all net income, capital gains, gross income, gross receipt,
property, franchise, sales, use, excise, withholding, payroll, employment,
social security, worker's compensation, unemployment, occupation, capital stock,
ad valorem, value added, transfer, gains, profits, net worth, asset,
transaction, taxes, and other taxes and interest, penalties, or additions to tax
with respect thereto imposed upon any Person by any Governmental Body under
applicable Law.

         "THIRD PARTY" means any Person not an Affiliate of the other referenced
Person or Persons.

         "THIRD-PARTY CLAIM" has the meaning assigned in Section 9.4(a).

         "TRANSFER DATE" has the meaning assigned in Section 5.4(a).

         "TRANSFERRED EMPLOYEES" shall mean the Transferred Non-Represented
Employees and the Transferred Represented Employees.

         "TRANSITION SERVICES AGREEMENT" means the agreement in substantially
the form set forth as EXHIBIT G.

         "UNION" shall mean the International Brotherhood of Electrical Workers
and the Security, Police, and Fire Professionals of America.

1.2      OTHER DEFINITIONAL AND INTERPRETIVE MATTERS

         Unless otherwise expressly provided, for purposes of this Agreement,
the following rules of interpretation shall apply:

         CALCULATION OF TIME PERIOD. When calculating the period of time before
which, within which or following which any act is to be done or step taken
pursuant to this Agreement, the date that is the reference date in calculating
such period shall be excluded. If the last day of such period is a non-Business
Day, the period in question shall end on the next succeeding Business Day.

         GENDER AND NUMBER. Any reference in this Agreement to gender shall
include all genders, and words imparting the singular number only shall include
the plural and vice versa.

         HEADINGS. The provision of a Table of Contents, the division of this
Agreement into Articles, Sections and other subdivisions and the insertion of
headings are for convenience of


                                     - 9 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


reference only and shall not affect or be utilized in construing or interpreting
this Agreement. All references in this Agreement to any "Section" are to the
corresponding Section of this Agreement unless otherwise specified.

         HEREIN. The words such as "HEREIN," "HEREINAFTER," "HEREOF," and
"HEREUNDER" refer to this Agreement as a whole and not merely to a subdivision
in which such words appear unless the context otherwise requires.

         INCLUDING. The word "INCLUDING" or any variation thereof means
"INCLUDING, WITHOUT LIMITATION" and shall not be construed to limit any general
statement that it follows to the specific or similar items or matters
immediately following it.

         KNOWLEDGE. Where any matter is stated to be within Seller's knowledge
in this Agreement, Seller shall be deemed for purposes of this Agreement to have
the knowledge of the relevant facts that a senior manager of Seller with
responsibility for the relevant matter would reasonably have after due inquiry.

         SCHEDULES AND EXHIBITS. The Schedules and Exhibits attached to this
Agreement shall be construed with and as an integral part of this Agreement to
the same extent as if the same had been set forth verbatim herein.

2.       PURCHASE AND SALE OF THE BUSINESS

2.1      PURCHASE AND SALE OF ASSETS

         Upon the terms and subject to the conditions of this Agreement and in
reliance on the representations and warranties contained herein, on the Closing
Date, Seller shall grant, bargain, sell, transfer, assign, convey and deliver to
Buyer, and Buyer shall purchase, acquire and accept from Seller, all of the
right, title and interest in, to and under the Purchased Assets that Seller
possesses and has the right to transfer as the same shall exist on the Closing
Date. For purposes of this Agreement, "PURCHASED ASSETS" shall mean all the
assets, properties and rights used by Seller, whether tangible or intangible,
real, personal or mixed, set forth or described in Sections 2.1(a) through
2.1(i), inclusive (except in each case for the Excluded Assets), whether or not
any of such assets, properties or rights have any value for accounting purposes
or are carried or reflected on or specifically referred to in Seller's financial
statements:

         (a)      the Premises;

         (b)      the Principal Equipment and the Purchased Leased Equipment;

         (c)      the Fixtures and Supplies;

         (d)      the Purchased Inventory;


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (e)      the license grant to the Licensed Intellectual Property (but
                  only to the extent specifically set forth in the Intellectual
                  Property Agreement or the Supply Agreement);

         (f)      the Contracts;

         (g)      the Licenses;

         (h)      the Business Records; and

         (i)      the Governmental Permits that are identified on SCHEDULE
                  2.1(i) but only to the extent that such Governmental Permits
                  are assignable or transferable to Buyer and not to the extent
                  that Buyer directs in writing Seller not to assign or transfer
                  the same (which Buyer agrees to do to the extent such
                  Governmental Permits are not required by Buyer by law).

2.2      EXCLUDED ASSETS

         Notwithstanding the provisions of Section 2.1, it is hereby expressly
acknowledged and agreed that the Purchased Assets shall not include, and Seller
is not selling, transferring, assigning, conveying or delivering to Buyer, and
Buyer is not purchasing, acquiring or accepting from Seller, the following (the
rights, properties and assets expressly excluded by this Section 2.2 or
otherwise excluded by the terms of Section 2.1 from the Purchased Assets being
referred to herein as the "EXCLUDED ASSETS"):

         (a)      any of Seller's or any of its Affiliate's receivables, cash,
                  bank deposits or similar cash items or employee receivables;

         (b)      any Proprietary Information owned by Seller or any Affiliate
                  as of the Closing Date other than certain specified rights in
                  the Licensed Intellectual Property as expressly provided under
                  the Intellectual Property Agreement or the Supply Agreement;

         (c)      any  (i) confidential  personnel  records and medical records
                  (other than medical records relating to occupational health
                  and safety requirements and training records relating to the
                  Business Employees), subject to Section 2.6(a) below,
                  pertaining to any Business Employee; (ii) other books and
                  records that Seller or any Affiliate is required by Law to
                  retain or that Seller determines are necessary or advisable to
                  retain; PROVIDED, HOWEVER, that Buyer shall have the right to
                  make copies of any portions of such retained books and records
                  that relate to the Business or any of the Purchased Assets;
                  and (iii) any information management system of Seller or any
                  Affiliate other than those used primarily in the conduct of
                  the Business and contained within computer hardware included
                  as a Purchased Asset pursuant to Section 2.1;

         (d)      any claim, right or interest of Seller or any Affiliate in or
                  to any refund, rebate, abatement or other recovery for Taxes,
                  together with any interest due


                                     - 11 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                  thereon or penalty rebate arising therefrom, for any periods
                  prior to the Closing Date;

         (e)      all "Lucent Technologies" marked sales and marketing or
                  packaging materials, samples, prototypes, other similar Lucent
                  Technologies identified sales and marketing or packaging
                  materials and any marketing studies;

         (f)      the Excluded Contracts and the Nonassignable Licenses;

         (g)      any insurance policies or rights of proceeds thereof;

         (h)      the Excluded Leased Equipment;

         (i)      the property or assets specifically identified on SCHEDULE
                  2.2(i);

         (j)      any of Seller's or any Affiliate's rights, claims or causes of
                  action against Third Parties relating to the assets,
                  properties, business or operations of Seller or any Affiliate
                  arising out of transactions occurring prior to, and including,
                  the Closing Date; and

         (k)      all other assets, properties, interests and rights of Seller
                  or any Affiliate not related primarily to the Business.

2.3      PURCHASE PRICE

         (a) In consideration of the sale, transfer, assignment, conveyance and
delivery by Seller of the Purchased Assets (other than the license grant of
Licensed Intellectual Property referred to in Section 2.1(e)) to Buyer, and in
addition to assuming the Assumed Liabilities, Buyer shall pay to Seller at the
Closing, $201,300,000 (as may be adjusted in accordance with this Section 2.3)
(the "PURCHASE PRICE"). The payment to be made by Buyer to Seller in respect of
the Purchase Price on the Closing Date shall be made in cash by wire transfer of
immediately available funds to an account designated by Seller's written
instructions to Buyer at least two (2) Business Days prior to Closing, prior to
the Closing Date. In addition to the foregoing, the Buyer shall pay to the
Seller at the Closing $44,260,000 of the payment made for the license grant of
Licensed Intellectual Property pursuant to Section 6.01 of the Intellectual
Property Agreement.

         (b) On the date which is five (5) Business Days prior to the Closing
Date (the "Cut-Off Date"), Seller shall prepare and deliver to Buyer an
unaudited balance sheet of the Business as of the Cut-off Date substantially in
the form of the Initial Balance Sheet (the "CUT-OFF BALANCE SHEET"). Seller
agrees to deliver to Buyer all drafts of the Cut-Off Balance Sheet prepared by
Seller from and after the date hereof and prior to and in connection with the
preparation of the final Cut-Off Balance Sheet. Buyer shall be given full access
to the relevant records and working papers used by Seller to prepare the Cut-Off
Balance Sheet and Seller and Buyer shall jointly conduct a physical inventory of
the Principal Equipment and the Purchased Inventory prior to and in connection
with the preparation of the Cut-Off Balance Sheet. Within two (2) Business Days
of the last to occur of the following: (i)


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


receipt of the Cut-Off Balance Sheet, (ii) full access to the relevant records
and working papers and (iii) the conduct of the physical inventory of the
Principal Equipment and the Purchased Inventory, Buyer shall advise Seller
whether it believes that the Cut-Off Balance Sheet materially reflects the
balance sheet of the Business as of the Cut-Off Date. In the event Buyer agrees
with the Cut-Off Balance Sheet, the Purchase Price shall be adjusted to reflect
the Net Asset Value as reflected on the Cut-Off Balance Sheet (the "CUT-OFF NET
ASSET VALUE"). In the event Buyer disagrees with the Cut-Off Balance Sheet, the
parties shall use their respective best good faith efforts to resolve such
disagreement within five (5) days of receipt by Buyer of the Cut-Off Balance
Sheet; PROVIDED, HOWEVER, that if the parties cannot come to an agreement within
such five (5) day period, then on the Closing Date the Purchase Price shall be
adjusted to reflect the Cut-Off Net Asset Value.

         (c) In the event that the parties cannot agree on the Cut-Off Net Asset
Value by the Closing Date, Buyer shall, within forty-five (45) days following
the Closing Date, give written notice to Seller of any proposed changes to be
made to the Cut-Off Balance Sheet or of its inability to confirm whether such
balance sheet has been prepared in a manner consistent with the preparation of
the Initial Balance Sheet (a "MATERIAL UNCERTAINTY"), describing the change or
Material Uncertainty and the basis for the change or Material Uncertainty in
reasonable detail. Failure to so notify Seller shall constitute acceptance and
approval of the Cut-Off Balance Sheet. If Seller agrees that a proposed change
is appropriate, the change shall be made to the Cut-Off Balance Sheet. If Seller
does not agree that any proposed change is appropriate, and Buyer and Seller
cannot agree on the treatment of the proposed change, the Seller and Buyer shall
select an auditor from a national certified public accounting firm, other than
the Seller's or the Buyer's external auditors, who shall decide if the change is
appropriate, and the Cut-Off Balance Sheet will be adjusted in accordance with
such auditor's decision. The balance sheet so adjusted shall be referred to as
the "CLOSING BALANCE SHEET." Buyer and Seller shall each pay one-half of the
reasonable fee charged by such auditor.

         (d) The Closing Balance Sheet shall include a calculation of the Net
Asset Value of the Business as of the Closing Date (such amount as set forth in
the Closing Balance Sheet, the "FINAL NET ASSET VALUE"). If the Cut-Off Net
Asset Value is less than the Final Net Asset Value by an amount in excess of $1
million, Buyer shall pay the amount by which the Final Net Asset Value exceeds
the Cut-Off Net Asset Value to Seller, and if the Cut-Off Net Asset Value is
greater than the Final Net Asset Value by an amount in excess of $1 million,
Seller shall pay the amount by which the Cut-Off Net Asset Value exceeds the
Final Net Asset Value to Buyer. Any such payment shall be made on or before
fifty (50) calendar days after the Closing Date, and any such payment shall be
considered an addition or reduction, as applicable, to the Purchase Price.

2.4      ASSUMED LIABILITIES

         On the Closing Date, Buyer shall execute and deliver to Seller the one
or more Assumption Agreements pursuant to which Buyer shall accept, assume and
agree to pay, perform or otherwise discharge, in accordance with the respective
terms and subject to the respective conditions thereof, the liabilities and
obligations of Seller pursuant to and under


                                     - 13 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



the Assumed Liabilities. "ASSUMED LIABILITIES" shall mean all liabilities and
obligations set forth in this Section 2.4, whether or not any such obligation
has a value for accounting purposes or is carried or reflected on or
specifically referred to in either Seller's books or financial statements:

         (a)      the amount owed to Initially Transferred Employees in respect
                  of the accrued but unused vacation of such Initially
                  Transferred Employees assumed by Buyer in accordance with
                  Section 5.4(g);

         (b)      the liabilities and obligations arising on or after the
                  Closing Date under the transferred Contracts, Licenses and
                  Government Permits;

         (c)      the Permitted Encumbrances; and

         (d)      the obligations and liabilities with respect to the Business
                  or the Purchased Assets, known or unknown, absolute or
                  contingent, arising on or after the Closing Date, and the
                  obligations and liabilities with respect to the Transferred
                  Employees arising on or after their Transfer Date, in each
                  case known or unknown, absolute or contingent.

2.5      EXCLUDED LIABILITIES

         Buyer shall not assume or be obligated to pay, perform or otherwise
assume or discharge any liabilities or obligations of Seller or any of its
Affiliates, whether direct or indirect, known or unknown, absolute or
contingent, except for the Assumed Liabilities (all of such liabilities and
obligations not so assumed being referred to herein as the "EXCLUDED
LIABILITIES").

2.6      FURTHER ASSURANCES; FURTHER CONVEYANCES AND ASSUMPTIONS; CONSENT OF
THIRD PARTIES

         (a) From time to time following the Closing, Seller hereby agrees to
make available, or to cause its Affiliates to make available, to Buyer
non-confidential data in personnel records of Transferred Employees as is
reasonably necessary for Buyer to transition such employees into Buyer's
records.

         (b) From time to time following the Closing, Seller and Buyer shall,
and shall cause their respective Affiliates to, execute, acknowledge and deliver
all such further conveyances, notices, assumptions, releases and acquittances
and such other instruments, and shall take such further actions, as may be
necessary or appropriate to assure fully to Buyer and its respective successors
or assigns, all of the properties, rights, titles, interests, estates, remedies,
powers and privileges intended to be conveyed to Buyer under this Agreement and
the Collateral Agreements and to assure fully to Seller and its Affiliates and
their successors and assigns, the assumption of the liabilities and obligations
intended to be assumed by Buyer under this Agreement and the Collateral
Agreements, and to otherwise make effective the transactions contemplated hereby
and thereby.


                                     - 14 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (c) Nothing in this Agreement nor the consummation of the transactions
contemplated hereby shall be construed as an attempt or agreement to assign any
Purchased Asset, including any Contract, License, Governmental Permit,
certificate, approval, authorization or other right, which by its terms or by
Law is nonassignable without the consent of a Third Party or a Governmental Body
or is cancellable by a Third Party in the event of an assignment ("NONASSIGNABLE
ASSETS") unless and until such consents shall be given. Seller agrees, and
agrees to cause its Affiliates, to cooperate with Buyer at its request to use
reasonable commercial efforts to obtain such consents promptly; PROVIDED,
HOWEVER, that such cooperation shall not require Seller or any of its Affiliates
to remain secondarily liable or to make any payment to obtain any such consent
with respect to any Nonassignable Asset.

         (d) Buyer and Seller agree to use their respective reasonable
commercial efforts to obtain, or to cause to be obtained, any consent,
substitution, approval, or amendment required to novate all obligations under
any and all Contracts or other obligations or liabilities that constitute
Assumed Liabilities or to obtain in writing the unconditional release of Seller
and its Affiliates so that, in any such case, Buyer and its Affiliates shall be
solely responsible for such liabilities and obligations. To the extent permitted
by applicable Law, in the event consents to the assignment thereof cannot be
obtained, such Nonassignable Assets shall be held, as and from the Closing Date,
by Seller or its Affiliates in trust for Buyer and the covenants and obligations
thereunder shall be performed by Buyer in Seller's or one of its Affiliate's
name and all benefits and obligations existing thereunder shall be for Buyer's
account. Seller shall take or cause to be taken at Buyer's expense such action
in its name or otherwise as Buyer may reasonably request so as to provide Buyer
with the benefits of the Nonassignable Assets and to effect collection of money
or other consideration to become due and payable under the Nonassignable Assets,
and Seller or its Affiliates shall promptly pay over to Buyer all money or other
consideration received by it in respect to all Nonassignable Assets.

         (e) As of and from the Closing Date, Seller on behalf of itself and its
Affiliates authorizes Buyer, to the extent permitted by applicable Law and the
terms of the Nonassignable Assets, at Buyer's expense, to perform all the
obligations and receive all the benefits of Seller or its Affiliates under the
Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name
on its behalf or in the name of the applicable Affiliate of Seller and on such
Affiliate's behalf with respect thereto.

2.7      NO LICENSES

         Unless expressly set forth in the Intellectual Property Agreement or
the Supply Agreement, no title, right or license of any kind is granted to Buyer
pursuant to this Agreement with respect to Seller's or any of its Affiliate's
Proprietary Information, either directly or indirectly, by implication, by
estoppel or otherwise.

2.8      BULK SALES LAW

         Buyer hereby waives compliance by Seller with the requirements and
provisions of any "bulk-transfer" Laws of any jurisdiction, including Article 6
of the New York


                                     - 15 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



Commercial Code, that may otherwise be applicable with respect to the sale of
any or all of the Purchased Assets to Buyer.

2.9      TAXES

         (a) Buyer shall pay all applicable Taxes and all recording and filing
fees that may be imposed, assessed or payable by reason of the operation or as a
result of this Agreement including the sales, transfers, leases, rentals,
licenses, and assignments contemplated hereby, except for Seller's net income
and capital gains taxes or franchise or other taxes based on Seller's net
income.

         (b) Buyer shall be responsible for all Taxes attributable to, levied
upon or incurred in connection with the Purchased Assets pertaining to the
period (or that portion of the period) immediately beginning after the Closing
Date. Seller shall be responsible for all Taxes attributable to, levied upon or
incurred in connection with the Purchased Assets pertaining to the period (or
that portion of the period) prior to or on the Closing Date.

2.10     INVENTORY PUT-BACK

         In the event that any of the Purchased Inventory is not used by Buyer
in the period commencing on the first Business Day following the Closing Date
and ending on the first anniversary of the Closing Date to fulfill its
obligations to Seller under the Supply Agreement (other than Purchased Inventory
which has been or is required to be returned to or purchased by Seller pursuant
to the Supply Agreement) ("REMAINING PURCHASED INVENTORY"), Buyer shall have the
right to cause Seller to purchase up to ninety million dollars (US$90,000,000)
of the Remaining Purchased Inventory as specified below, upon providing Seller
with a notice setting forth the amount of such Remaining Purchased Inventory and
applicable purchase price. The purchase price of the Remaining Purchased
Inventory shall be equal to the purchase price paid by Buyer to Seller for the
Remaining Purchased Inventory hereunder, provided that the aggregate amount of
the purchase price payable by Seller to Buyer for the Remaining Purchased
Inventory under this Section 2.10 and Section 2.10 of the Oklahoma City APA
shall not exceed ninety million dollars (US$90,000,000). Seller shall pay the
purchase price applicable to the Remaining Purchased Inventory no later than ten
(10) Business Days following the receipt of the aforementioned notice.

3.       REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer that:

3.1      ORGANIZATION AND QUALIFICATION

         Seller is a corporation duly organized, validly existing and in good
standing under the Laws of the State of Delaware and has all requisite corporate
power and authority to carry on the Business as currently conducted and to own
or lease and operate the Purchased Assets. Seller is duly qualified to do
business and is in good standing as a foreign corporation (in any jurisdiction
that recognizes such concept) in each jurisdiction where the ownership or
operation of the Purchased Assets or the conduct of the Business requires such
qualification,


                                     - 16 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


except for failures to be so qualified or in good standing, as the case may be,
that, individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect.

3.2      AUTHORIZATION; BINDING EFFECT

         (a) Seller has all requisite corporate power and authority to execute
and deliver this Agreement and the Collateral Agreements to which it will be a
party and to effect the transactions contemplated hereby and thereby and has
duly authorized the execution, delivery and performance of this Agreement and
the Collateral Agreements to which it will be a party by all requisite corporate
action.

         (b) This Agreement has been duly executed and delivered by Seller and
this Agreement is, and the Collateral Agreements when duly executed and
delivered by Seller will be, valid and legally binding obligations of Seller,
enforceable against it in accordance with their respective terms, except to the
extent that enforcement of the rights and remedies created hereby and thereby
may be affected by bankruptcy, reorganization, moratorium, insolvency and
similar Laws of general application affecting the rights and remedies of
creditors and by general equity principles.

3.3      NON-CONTRAVENTION; CONSENTS

         (a) Assuming that all Required Consents listed in SCHEDULE 3.3(b) have
been obtained, the execution, delivery and performance of this Agreement by
Seller and the Collateral Agreements by Seller and the consummation of the
transactions contemplated hereby and thereby do not and will not: (i) result in
a breach or violation of any provision of Seller's charter or by-laws (ii)
violate or result in a breach of or constitute an occurrence of default under
any provision of, result in the acceleration or cancellation of any obligation
under, or give rise to a right by any party to terminate or amend its
obligations under, any mortgage, deed of trust, conveyance to secure debt, note,
loan, indenture, lien, lease, license agreement, instrument, order, judgment,
decree or other arrangement or commitment to which Seller is a party or by which
it is bound and which relates to the Business or the Purchased Assets, which
violation, breach or default, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect or (iii) violate any order,
judgment, decree, rule or regulation of any court or any Governmental Body
having jurisdiction over Seller or the Purchased Assets, and which violation,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         (b) No consent, approval, order or authorization of, or registration,
declaration or filing with, any Person is required to be obtained by Seller in
connection with the execution and delivery of this Agreement and the Collateral
Agreements to which Seller will be a party or for the consummation of the
transactions contemplated hereby or thereby by Seller, except for (i) any
filings required to be made under the HSR Act and any applicable filings
required under foreign antitrust Laws, (ii) consents or approvals of Third
Parties that are required to transfer or assign to Buyer any Purchased Assets
which are material to the Business or assign the benefits of or delegate
performance with regard thereto as identified on SCHEDULE 2.1(f) and SCHEDULE
3.9, (iii) those set forth in SCHEDULE 3.3(b) (items (i), (ii) and (iii) being
referred


                                     - 17 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


to herein as the "REQUIRED CONSENTS"), and (iv) such consents, approvals,
orders, authorizations, registrations, declarations or filings where failure of
compliance, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.

3.4      TITLE TO PROPERTY; PRINCIPAL EQUIPMENT; SUFFICIENCY OF ASSETS

         (a) Seller has and at the Closing will have good and valid title to,
or a valid and binding leasehold interest or license in, all real and personal
tangible Purchased Assets free and clear of any Encumbrance except for Permitted
Encumbrances.

         (b) Each material item of Principal Equipment is in reasonable
operating condition, in light of its respective age, for the purposes for which
it is currently being used, but is otherwise being transferred on a "where is"
and, as to condition, "as is" basis.

         (c) Except for (i) the assets that will be used in connection with
providing services under the Transition Services Agreement, and (ii) the
Excluded Assets, the Purchased Assets and the Business Employees and the rights
to be acquired under this Agreement and the Collateral Agreements (including the
services to be provided pursuant to the Transition Services Agreement)
constitute all assets, personnel and rights that are used in and are necessary
to conduct the Business as currently conducted by Seller. In the event this
Section 3.4(c) is breached because Seller has failed to identify, transfer or
license any assets, properties or Proprietary Information or provide any
services used in the Business, such breach shall be deemed cured if Seller
promptly transfers such properties or assets, licenses such Proprietary
Information or provides such services to Buyer, and Buyer shall have no further
remedy with respect thereto other than with respect to losses that arise prior
to such transfer, license or provision of services.

3.5      PERMITS, LICENSES

         (a) Except as set forth on SCHEDULE 2.1(i), there are no material
Governmental Permits necessary for or used by Seller to operate the Business as
now being operated or to use or occupy the Premises, which Governmental Permits
are required by currently effective Laws.

         (b) Each Governmental Permit identified on SCHEDULE 2.1(i) is valid and
in full force and effect, and Seller is not in default or breach thereof other
than any such default or breach which, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. To Seller's
knowledge, no proceeding is pending or threatened to revoke or limit any such
Governmental Permit. Seller has provided to Buyer a true and complete copy of
each such Governmental Permit, including all amendments thereto.

3.6      REAL ESTATE

         (a) SCHEDULE 3.6(a) contains a complete and accurate list of the
Premises. Seller has good and valid title to the Premises. Except as set forth
on SCHEDULE 3.6(a), none of such Premises are subject to any Encumbrance except
for Permitted Encumbrances.


                                     - 18 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (b) To Seller's knowledge, except as disclosed in SCHEDULE 3.6(b), all
buildings, structures, improvements and appurtenances situated on the Premises
are in reasonably good operating condition and in a state of reasonably good
maintenance and repair and are adequate and suitable in all material respects
for the purposes for which they are currently being used, and Seller has
adequate rights of ingress and egress for the operation of the Business in the
ordinary course. To Seller's knowledge, except as disclosed in SCHEDULE 3.6(b),
none of such buildings, structures, improvements or appurtenances (or any
equipment thereon), nor the operation or maintenance thereof, violates any
restrictive covenant or any provision of any applicable Law or encroaches on any
property owned by any Third Party.

         (c) To Seller's knowledge, except as disclosed in SCHEDULE 3.6(c):

             (i)           no material alteration, repair, improvement or other
                           work has been ordered, directed or requested in
                           writing to be done or performed to or in respect of
                           the Premises or to any of the plumbing, heating,
                           elevating, water, drainage or electrical systems,
                           fixtures or works by any Governmental Body, which
                           material alteration, repair, improvement or other
                           work has not been completed, and to Seller's
                           knowledge, written notification has not been given to
                           it of any such outstanding work being ordered,
                           directed or requested, other than those which have
                           been complied with;

             (ii)          all accounts for work and services performed and
                           materials placed or furnished upon or in respect of
                           the Premises at the request of Seller have been paid
                           and satisfied in all material respects, and no Person
                           is entitled to claim an Encumbrance against the
                           Premises or any part thereof, other than for current
                           accounts in respect of which the payment due date has
                           not yet passed;

             (iii)         there is nothing material owing in respect of the
                           Premises by Seller to any Governmental Body or to any
                           other entity owning or operating a public utility for
                           water, gas, electrical power or energy, steam or hot
                           water, or for the use thereof, other than current
                           accounts in respect of which the payment due date has
                           not yet passed; and

             (iv)          no part of the Premises has been taken or
                           expropriated by any Governmental Body, nor has any
                           notice or proceeding in respect thereof been given or
                           commenced.

3.7      COMPLIANCE WITH LAWS; LITIGATION

         (a) Except as set forth on SCHEDULE 3.7(a), with respect to the
Business conducted by it, Seller is in compliance in all material respects with
all applicable Laws and all decrees, orders, judgments, permits and licenses of
or from Governmental Bodies except for failures to comply that, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.


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<PAGE>



         (b) Except as set forth on SCHEDULE 3.7(b), there are no actions,
suits, proceedings or governmental investigations pending or, to Seller's
knowledge, threatened against it that, individually or in the aggregate, could
be reasonably expected to have a Material Adverse Effect.

3.8      BUSINESS EMPLOYEES

         (a) SCHEDULE 3.8(a) contains a complete and accurate list of all the
Business Employees as of the date specified on such list, showing for each
Business Employee the position held and aggregate annual compensation (including
bonuses and commissions) for Seller's last fiscal year. Except as set forth on
Schedule 3.8(a), none of the Business Employees is covered by any union,
collective bargaining or other similar labor agreements. On or before the
Transfer Date for each Subsequently Transferred Employee Seller shall provide
Buyer with such Subsequently Transferred Employee's position held and aggregate
annual compensation (including bonuses and commissions) for Seller's last fiscal
year.

         (b) Except as set forth in SCHEDULE 3.8(b), with respect to all
Business Employees, Seller does not currently maintain, contribute to or have
any liability under any Benefit Plan. With respect to each of the Benefit Plans
identified on SCHEDULE 3.8(b), Seller has made available to Buyer true and
complete copies of the most recent summary plan or other written description.
Each Benefit Plan listed on SCHEDULE 3.8(b) has been operated in material
compliance with applicable law, including ERISA. Each Benefit Plan which is an
"employee pension benefit plan" within the meaning of Section 3(2) of ERISA
("PENSION PLAN") and which is intended to be qualified under Section 401(a) of
the Code, has received a favorable determination letter from the Internal
Revenue Service with respect to "TRA" (as defined in Section 1 of Rev. Proc.
93-39), and Seller is not aware of any circumstances likely to result in
revocation of any such favorable determination letter. Except as disclosed on
SCHEDULE 3.8(b), Seller does not have any obligations for retiree health and
life benefits under any Benefit Plan or has ever represented, promised or
contracted (whether in oral or written form) to any employee(s) that such
employee(s) would be provided with retiree health or life benefits.

         (c) Except as disclosed in SCHEDULE 3.7(b), as relates to the Business,
there is not presently pending or existing, and to Seller's knowledge there is
not threatened, (i) any strike, slowdown, picketing, or work stoppage, (ii) any
application for certification of a collective bargaining agent and (iii) any
grievance proceeding threatened or initiated by the Represented Employees, which
grievance proceeding could reasonably be expected to have a Material Adverse
Effect on the Business or a material adverse effect on the operation of the
Business after the Closing Date.

3.9      CONTRACTS

         SCHEDULE 3.9 contains a complete and accurate list of all outstanding
Contracts that would require over the full term thereof payments by or to Seller
of more than $250,000 (the "MATERIAL CONTRACTS"). Each of such Material
Contracts is valid, binding and enforceable against Seller and, to Seller's
knowledge, the other parties thereto in accordance with its terms and is in full
force and effect. Except as set forth on SCHEDULE 3.9, Seller has


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<PAGE>



performed, in all material respects, all of the obligations required by it and
is not in default or alleged to be in default in respect of, any Material
Contract. Except as set forth on SCHEDULE 3.9, Seller has not received any
notice that it is in default or breach of or is otherwise delinquent in
performance under any such Material Contracts which default or breach could
reasonably be expected to have a Material Adverse Effect, and, to Seller's
knowledge, each of the other parties thereto has performed in all material
respects all obligations required to be performed by it under, and is not in
default in any material respect under, any of such Material Contracts and no
event has occurred that, with notice or lapse of time, or both, would constitute
such a default. Each of the outstanding Contracts that is (i) not a Material
Contract and (ii) which would require over the full term thereof payments by or
to Seller of more than $20,000, is valid, binding and enforceable against Seller
and, to Seller's knowledge, the other parties thereto in accordance with its
terms, and is in full force and effect, in each case except where the failure of
any such Contract to be valid, binding and enforceable or in full force and
effect, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect. For purposes of this Section 3.9 only (other
than with respect to the first sentence of this Section 3.9), Material Contracts
will also include such Licenses which would require over the full term thereof
payments by or to Seller of more than $250,000.

3.10     ENVIRONMENTAL MATTERS

         Except as may be set forth in SCHEDULE 3.10 and in respect of the
Business and the Purchased Assets:

         (a)      the operations of the Business and the Premises comply in all
                  material respects with all applicable Environmental Laws;

         (b)      Seller has obtained all environmental, health and safety and
                  other Environmental Law required Governmental Permits
                  necessary for its operations, and all such Governmental
                  Permits are in good standing and Seller is in compliance with
                  all terms and conditions of such Governmental Permits except
                  where the failure to obtain, maintain in good standing or be
                  in compliance with, such Governmental Permits, individually or
                  in the aggregate, could not reasonably be expected to have a
                  Material Adverse Affect;

         (c)      neither the Business nor any of the Premises included in the
                  Purchased Assets or the operations of the Business, is subject
                  to any on-going investigation, of which Seller has been
                  notified, or other proceedings by, order from or agreement
                  with any Person respecting (i) any Environmental Law, or (ii)
                  any remedial action arising from the release or threatened
                  release of a Hazardous Substance into the environment;

         (d)      Seller, in respect of the Business, has filed all notices
                  required to be filed under any Environmental Law indicating
                  past or present treatment, storage or disposal of a Hazardous
                  Substance or reporting a spill or release of a Hazardous
                  Substance into the environment except where the failure to
                  file any


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



                  such notices could not reasonably be expected to have a
                  Material Adverse Effect;

         (e)      to Seller's knowledge, there are no aboveground or underground
                  storage tanks on or in any Premises included in the Purchased
                  Assets;

         (f)      to Seller's knowledge, Seller has not received any written
                  notice to the effect that it is or may be liable to any Person
                  as a result of the release or threatened release of a
                  Hazardous Substance; and

         (g)      Seller has (i) delivered to Buyer true and complete copies of
                  all material asbestos and other environmental and occupational
                  health and safety reports and documents disclosing or relating
                  to the presence of asbestos or other Hazardous Substances in,
                  on, under or from the Premises and (ii) provided Buyer the
                  opportunity to copy or inspect all material environmental and
                  occupational health and safety reports and other documents
                  pertaining to, and purporting to describe, environmental,
                  health and safety matters with respect to the Business.

3.11     FINANCIAL STATEMENT; ABSENCE OF CHANGES

         (a) The unaudited balance sheet attached hereto as SCHEDULE 3.11 (the
"Initial Balance Sheet") with respect to the Business fairly present in all
material respects the material assets of the Business as of June 30, 2001 and
has been prepared according to U.S. GAAP and is based on the internal accounting
principles used historically by Seller. The statement of costs for fiscal 2000
contained in the Descriptive Memorandum, dated March 14, 2001, provided by
Seller to Buyer in connection with the sale of the Business presents fairly in
all material respects the costs incurred by the Business for the period referred
to therein and has been prepared based on the internal accounting principles
used historically by Seller.

         (b) Except as set forth on SCHEDULE 3.11, since June 30, 2001, Seller
has conducted and operated the Business in the ordinary course and the Business
has not suffered any change that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Affect.

3.12     INTELLECTUAL PROPERTY

         (a) Seller or Lucent Technologies GRL Corporation ("Lucent GRL") owns
or has a valid right to grant the licenses in all of the Licensed Intellectual
Property.

         (b) Except as set forth on SCHEDULE 3.12(b), no litigation has been
instituted or is pending, or, to the knowledge of Seller's Intellectual Property
Law Group, has been threatened in writing which challenge the rights of Seller
or any Subsidiary in respect of the Licensed Intellectual Property, excluding
immaterial assertions of rights which have not been presented in the form of a
specific claim or demand, with respect to the operation of the Business by
Seller or the Subsidiaries as of the date hereof with respect to the Purchased


                                     - 22 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


Assets. To the knowledge of Seller's Intellectual Property Law Group, SCHEDULE
3.12(b) sets forth a list of all notices or claims received by and suits or
proceedings pending or, which have been threatened in writing against Seller,
which notices, claims, suits or proceedings assert infringement or
misappropriation of any intellectual property rights of a Third Party as a
result of any activities of Seller at the Premises, excluding immaterial
assertions of rights which have not been presented in the form of a specific
claim or demand, with respect to the operation of the Business by Seller or the
Subsidiaries as of the date hereof with respect to the Purchased Assets.

         (c) At the Closing, Seller or Lucent GRL will provide, by licenses to
Buyer and/or one or more of Buyer's Affiliates, in accordance with the
Intellectual Property Agreement, all of the Proprietary Information owned by
Seller or any of its Affiliates as of the Closing Date and which Seller or its
Affiliates has a right to license which is necessary for Buyer or its Affiliates
to manufacture, test, service and/or repair Lucent Products (as defined in the
Intellectual Property Agreement) or is used in or necessary to conduct the
Business as currently conducted by Seller. In the event this Section 3.12(c) is
breached because Seller has failed to license any such Proprietary Information,
such breach shall be deemed cured if Seller promptly licenses such Proprietary
Information and Buyer shall have no further remedy with respect thereto other
than with respect to losses that arise prior to such license. Notwithstanding
the foregoing, under no circumstances shall Seller be required to grant to Buyer
a license, right, or other permission to use the trademarks "Lucent," "Lucent
Technologies," "Bell Labs" or the Lucent Innovation Ring logo.

3.13     BROKERS

         Other than J.P. Morgan Securities Inc. and PricewaterhouseCoopers, the
fees and expenses of which will be paid by Seller, no broker, investment banker,
financial advisor or other Person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Seller or any Affiliate.

3.14     INVENTORY

         The Inventory as reflected in the Initial Balance Sheet (i) is stated
at book value, and (ii) is of quality and quantity usable or saleable in the
ordinary course of the Business, except for obsolete items and items of
below-standard quality that have been written down in the Initial Balance Sheet
to net realizable values.

3.15     FULL DISCLOSURE

         Neither this Agreement nor any document to be delivered by Seller nor
any certificate, report, statement or other document furnished by Seller
pursuant to the terms of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not misleading.


                                     - 23 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



3.16     PROJECTIONS

         Seller has delivered to Buyer the financial projections (which are
attached hereto as SCHEDULE 3.16) (the "Projections"). The Projections were
prepared by Seller for its internal use. Seller makes no representation or
warranty regarding the accuracy of the Projections or whether such projected
results may be achieved, but does represent and warrant to Buyer that the
Projections were prepared in good faith based on assumptions believed by Seller
to be reasonable based on Seller's current outlook for Seller's business for the
period of time covered by the Projections.

3.17     NO OTHER REPRESENTATIONS OR WARRANTIES

         Except for the representations and warranties contained in this Section
3, none of Seller, any Affiliate or any other Person makes any representations
or warranties, and Seller hereby disclaims any other representations or
warranties, whether made by Seller or any Affiliate, or any of their officers,
directors, employees, agents or representatives, with respect to the execution
and delivery of this Agreement or any Collateral Agreement, the transactions
contemplated hereby or the Business, notwithstanding the delivery or disclosure
to Purchaser or its representatives of any documentation or other information
with respect to any one or more of the foregoing. Notwithstanding anything to
the contrary herein, no representation or warranty contained in this Section 3
is intended to, or do, cover or otherwise pertain to any assets that are not
included in the Purchased Asset or any liabilities that are not included in the
Assumed Liabilities.

4.       REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller that:

4.1      ORGANIZATION AND QUALIFICATION

         Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and Buyer has all requisite
corporate power and authority to carry on its business as currently conducted
and to own or lease and operate its properties. Buyer is duly qualified to do
business and is in good standing as a foreign corporation (in any jurisdiction
that recognizes such concept) in each jurisdiction where the ownership or
operation of its assets or the conduct of its business requires such
qualification, except for failures to be so qualified or in good standing, as
the case may be, that, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on Buyer's business taken as a whole.

4.2      AUTHORIZATION; BINDING EFFECT

         (a) Buyer has all requisite corporate power and authority to execute
and deliver this Agreement and the Collateral Agreements to which it shall be a
party and to effect the transactions contemplated hereby and thereby and has
duly authorized the execution, delivery and performance of this Agreement and
the Collateral Agreements to which it shall be a party by all requisite
corporate action.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (b) This Agreement has been duly executed and delivered by Buyer and
this Agreement is, and the Collateral Agreements when duly executed and
delivered by Buyer will be, valid and legally binding obligations of Buyer,
enforceable against it in accordance with their terms, except to the extent that
enforcement of the rights and remedies created hereby and thereby may be
affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws
of general application affecting the rights and remedies of creditors and by
general equity principles.

4.3      NO VIOLATIONS

         (a) The execution, delivery and performance of this Agreement and the
Collateral Agreements by Buyer and the consummation of the transactions
contemplated hereby and thereby do not and will not (i) result in a breach or
violation of any provision of Buyer's charter or by-laws, (ii) violate or result
in a breach of or constitute an occurrence of default under any provision of,
result in the acceleration or cancellation of any obligation under, or give rise
to a right by any party to terminate or amend its obligations under, any
material mortgage, deed of trust, conveyance to secure debt, note, loan,
indenture, lien, lease, license, agreement, instrument, order, judgment, decree
or other material arrangement or commitment to which Buyer is a party or by
which it or its assets or properties are bound, or (iii) violate any material
order, judgment, decree, rule or regulation of any court or any Governmental
Body having jurisdiction over Buyer or any of its properties.

         (b) Except as set forth on SCHEDULE 4.3(b), no consent, approval,
order or authorization of, or registration, declaration or filing with, any
Person is required to be obtained by Buyer in connection with the execution and
delivery of this Agreement and the Collateral Agreements or the consummation of
the transactions contemplated hereby or thereby other than (i) any filings
required to be made under the HSR Act and any applicable filings required under
foreign antitrust Laws, and (ii) such consents, approvals, orders,
authorizations, registrations, declarations or filings where failure of
compliance would not, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on Buyer's ability to consummate the
transactions contemplated hereby.

4.4      BROKERS

         No broker, investment banker, financial advisor or other Person is
entitled to any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated by this Agreement
based on arrangements made by or on behalf of Buyer or an Affiliate.

4.5      NO OTHER SELLER REPRESENTATIONS AND WARRANTIES

         (a) With respect to the Purchased Assets, the Business, or any other
rights or obligations to be transferred hereunder or under the Collateral
Agreements or pursuant hereto or thereto, Buyer has not been induced by and has
not relied upon any representations, warranties or statements, whether express
or implied, made by Seller, any Affiliate, or any agent, employee, attorney or
other representative of Seller or by any Person representing or purporting to
represent Seller that are not expressly set forth in this Agreement or in the


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



Collateral Agreements (including the Schedules and Exhibits hereto and thereto),
whether or not any such representations, warranties or statements were made in
writing or orally.

         (b) Buyer acknowledges that it has made its own assessment of the
future of the Business and is sufficiently experienced to make an informed
judgment with respect thereto; provided that this shall not be construed in any
way to mitigate or otherwise affect the representations and warranties made by
Seller hereunder or under the Collateral Agreements or pursuant hereto or
thereto, all of which shall continue to survive in full force and effect for the
benefit of Buyer in accordance with the terms hereof and thereof. Buyer further
acknowledges that, except as expressly set out in Section 3.16, neither Seller
nor any Affiliate has made any warranty, express or implied, as to the future of
the Business or its profitability for Buyer, or with respect to any forecasts,
projections or business plans prepared by or on behalf of Seller and delivered
to Buyer in connection with the Business and the negotiation and the execution
of this Agreement.

         (c) To the extent reasonably apparent from its context, disclosure by
Seller on any one Schedule delivered pursuant to this Agreement following the
date hereof and until the Closing Date in accordance with Section 5.12, shall be
disclosure as to all such Schedules and, to the extent such disclosure conflicts
with any representation, warranty or covenant of Seller, Seller shall have no
liability for breach of any such representation, warranty or covenant relating
to such conflicts; provided, in the event that any Schedule delivered pursuant
to this Agreement is modified, Seller shall use reasonable efforts to provide
Buyer with such modified Schedule in a reasonably timely manner and in any event
Seller shall provide Buyer with such modified Schedules no later than the fifth
Business Day prior to the Closing Date.

4.6      SUFFICIENCY OF FUNDS

         Buyer (i) has funds available to pay the Purchase Price and any
expenses incurred by Buyer in connection with the transactions contemplated by
this Agreement; (ii) has the resources and capabilities (financial or otherwise)
to perform hereunder and under the Collateral Agreements; and (iii) has not
incurred any obligation, commitment, restriction or liability of any kind,
absolute or contingent, present or future, which would impair or adversely
affect such resources and capabilities.

5.       CERTAIN COVENANTS

5.1      ACCESS AND INFORMATION

         (a) Seller will give, and cause its Affiliates to give, to Buyer and
to its officers, employees, accountants, counsel, environmental consultants and
other representatives reasonable access during Seller's or the applicable
Affiliate's normal business hours throughout the period prior to the Closing to
all of Seller's or the applicable Affiliate's properties, books, contracts,
commitments, reports of examination and records (excluding confidential portions
of personnel records) directly relating to the Business or the Purchased Assets
(but excluding the Excluded Assets and Excluded Liabilities (other than those
relating to environmental or occupational health and safety matters) and subject
to any limitations


                                     - 26 -

                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



that are reasonably required to preserve any applicable attorney-client
privilege or Third-Party confidentiality obligation). Seller shall assist, and
cause its Affiliates to assist, Buyer in making such investigation and shall
cause its counsel, accountants, engineers, consultants and other non-employee
representatives to be reasonably available to Buyer for such purposes; it BEING
UNDERSTOOD that Buyer shall reimburse Seller or the applicable Affiliate
promptly for reasonable and necessary out of pocket expenses incurred by Seller
or any Affiliate in complying with any such request by or on behalf of Buyer. In
accordance with and subject to the foregoing, Seller shall permit environmental
consultants retained by Buyer to conduct reasonable environmental studies of the
Premises. In accordance with and subject to the foregoing, Seller shall permit
environmental consultants retained by Buyer to conduct environmental studies of
the Premises that are recommended by such consultants (including reasonable
intrusive environmental investigations where so recommended) on a basis that
does not interfere unreasonably with the ongoing operations of the Business.
Seller shall have the right to review Buyer's plans for environmental
studies/investigations and shall provide prompt comments. Buyer shall provide
Seller with a copy of any report(s) resulting from Buyer's environmental
studies/investigations which shall be subject to the same confidentiality
obligations as the Reports are in Section 5.10. Seller shall not be bound by any
conclusions or recommendations or findings of Buyer's consultants'
studies/investigations but such shall constitute non-exclusive evidence of the
information, findings, conclusions and recommendations therein. When Buyer's
studies/investigations are completed, Buyer shall at its expense reasonably
restore the Premises to a state not materially worse than its previous
condition.

         (b) After the Closing Date, Seller and Buyer will provide, and will
cause their respective Affiliates to provide, to each other and to their
respective officers, employees, counsel and other representatives, upon request
(subject to any limitations that are reasonably required to preserve any
applicable attorney-client privilege or Third-Party confidentiality obligation),
reasonable access for inspection and copying of all Business Records,
Governmental Permits, Licenses, Contracts and any other information existing as
of the Closing Date and relating to the Business or the Purchased Assets, and
will make their respective personnel reasonably available for interviews,
depositions and testimony in any legal matter concerning transactions,
operations or activities relating to the Business or the Purchased Assets, and
as otherwise may be necessary or desirable to enable the party requesting such
assistance to: (i) comply with reporting, filing or other requirements imposed
by any foreign, local, state or federal court, agency or regulatory body; (ii)
assert or defend any claims or allegations in any litigation or arbitration or
in any administrative or legal proceeding other than claims or allegations that
one party to this Agreement has asserted against the other; or (iii) subject to
clause (ii) above, perform its obligations under this Agreement. The party
requesting such information or assistance shall reimburse the other party for
all reasonable out-of-pocket costs and expenses incurred by such party in
providing such information and in rendering such assistance. The access to
files, books and records contemplated by this Section 5.1(b) shall be during
normal business hours and upon not less than two (2) Business Days' prior
written request by or on behalf of Buyer and shall be subject to such reasonable
limitations as the party having custody or control thereof may impose to
preserve the confidentiality of information contained therein.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


         (c) Buyer agrees to preserve all Business Records, Licenses and
Governmental Permits relating to the period ending on the Closing Date and to
the extent transferred to Buyer for at least seven (7) years after the Closing
Date. After this seven-year period and at least ninety (90) days prior to the
planned destruction of any Business Records, Licenses or Governmental Permits,
Buyer shall notify Seller in writing and shall make available to Seller, upon
its request, such Business Records, Licenses and Governmental Permits. Buyer
further agrees that, to the extent Business Records, Licenses or Governmental
Permits are placed in storage, they will be indexed in such a manner as to make
individual document retrieval possible in an expeditious manner as is reasonably
practicable under the circumstances.

5.2      CONDUCT OF BUSINESS

         From and after the date of this Agreement and until the Closing Date,
except as set forth on SCHEDULE 5.2 or as otherwise contemplated by this
Agreement or the Schedules hereto or as Buyer shall otherwise consent to in
writing, Seller, with respect to the Business:

         (a)      will carry on the Business in the ordinary course consistent
                  with past practice;

         (b)      will not permit, other than in the ordinary course of business
                  consistent with past practice or as may be required by Law or
                  a Governmental Body, all or any of the Purchased Assets (real
                  or personal, tangible or intangible) presently and actively
                  used in the operation of the Business to be sold, licensed or
                  subjected to any Encumbrance (other than a Permitted
                  Encumbrance granted in the ordinary course of business);

         (c)      will not acquire, sell, lease, license, transfer or dispose of
                  any asset that would otherwise be a Purchased Asset except in
                  the ordinary course of business consistent with past practice;

         (d)      will not terminate or materially extend or materially modify
                  any Material Contract except in the ordinary course of
                  business consistent with past practice; provided however that
                  Seller shall provide written notice to Buyer prior to or
                  promptly following any such termination, extension or
                  modification;

         (e)      will not do any other act which would cause any representation
                  or warranty of Seller in this Agreement to be or become untrue
                  in any material respect or intentionally omit to take any
                  action necessary to prevent any such representation or
                  warranty from being untrue in any material respect at such
                  time; or

         (f)      will not enter into any agreement or commitment with respect
                  to any of the foregoing.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



5.3      TAX REPORTING AND ALLOCATION OF CONSIDERATION

         (a) Seller and Buyer acknowledge and agree that (i) Seller will be
responsible for and will perform all Tax withholding, payment and reporting
duties with respect to any wages and other compensation paid by Seller to any
Business Employee in connection with operating the Business prior to or on the
Closing Date, and (ii) Buyer will be responsible for and will perform all Tax
withholding, payment and reporting duties with respect to any wages and other
compensation paid by Buyer to any Transferred Employee in connection with
operating the Business after the Closing Date.

         (b) Seller and Buyer recognize their mutual obligations pursuant to
Section 1060 of the Code to timely file IRS Form 8594 (the "ASSET ACQUISITION
STATEMENT") with each of their respective federal income tax returns.
Accordingly, Seller and Buyer shall, no later than thirty (30) days after the
Purchase Price adjustment pursuant to Section 2.3(b)(iii), if any, has been
agreed upon, attempt in good faith to (i) enter into a Purchase Price allocation
agreement providing for the allocation of the Purchase Price among the Purchased
Assets consistent with the provisions of Section 1060 of the Code and the
Treasury Regulations thereunder and (ii) cooperate in the preparation of the
Asset Acquisition Statement in accordance with clause (i) of this paragraph for
timely filing with each of their respective federal income tax returns. If
Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset
Acquisition Statement, Seller and Buyer shall file the Asset Acquisition
Statement in the form so agreed and neither Seller nor Buyer shall take a Tax
position which inconsistent with such Purchase Price allocation.

5.4      BUSINESS EMPLOYEES

         (a) Buyer shall make offers of employment to all Business Employees
listed on Schedule 5.4 on the Closing Date, or such later date within six (6)
months of the Closing Date (except to the extent required by Law) on which those
individuals absent due to vacation, holiday, illness, leave of absence or
disability present themselves for full-time employment with Buyer. The Business
Employees listed on Schedule 3.8(a) who accept such offers of employment shall
be referred to as "Initially Transferred Employees". Other employees of Seller
employed in the Business shall be made available by Seller to Buyer after the
Closing Date in accordance with the terms of the Business Services Agreement and
may be hired by the Buyer in its discretion upon the termination of the Business
Services Agreement. Any such employee hired by Buyer shall be referred to as a
"Subsequently Transferred Employee", and Initially Transferred Employees and
Subsequently Transferred Employees shall be referred to as "Transferred
Employees". The date on which a Transferred Employee's employment with Buyer is
effective shall be the "Transfer Date".

         (b) Buyer shall provide for a total compensation package of salary,
bonus opportunity and benefits (on an aggregate basis) to each Transferred
Employee which is substantially similar to that offered by Buyer to similarly
situated employees of Buyer, excepting only those Transferred Represented
Employees whose terms and conditions of employment may be governed by a
collective bargaining agreement negotiated between Buyer and the Union on or
before the commencement of their employment. Employment by Buyer of the
Transferred Represented Employees following their respective Transfer Dates
shall be on


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terms and conditions consistent with the collective bargaining agreements
entered into by Buyer and the Union, with such changes in such terms and
conditions as agreed to by such parties. Buyer's 401(k) plan, severance plan,
active medical, retiree medical (except for Transferred Employees who are
eligible for benefits under Seller's retiree medical plan as of their respective
Transfer Dates), dental, long term disability and life insurance programs, and
paid time off policy shall recognize for each Transferred Employee who is a
Non-Represented Employee, and Buyer's 401(k) plan, long term disability program,
and paid time off policy shall recognize for each Transferred Employee who is a
Represented Employee, all service with Seller, including service with
predecessor employers that was recognized by Seller and any prior unbridged
service with Seller, for purposes of determining eligibility to participate,
vesting, pre-existing condition elimination period, and for any schedule of
benefits based on service. Buyer will continue to provide relocation assistance
to those Transferred Employees receiving it as of their respective Transfer
Dates and tuition assistance to those Transferred Employees who are receiving
such benefits as of their respective Transfer Dates for the current academic
session, excepting only those Transferred Represented Employees whose
entitlement to such tuition or relocation assistance may have been altered or
eliminated by a collective bargaining agreement negotiated between Buyer and the
Union on or before the commencement of their employment. Buyer's medical and
dental program shall recognize for each Transferred Employee, for purposes of
satisfying any deductibles during the coverage period that includes his or her
Transfer Date, any payment made by any such employee towards deductibles in any
medical or dental program of Seller to the extent permitted by the insurance
companies providing such benefits. Buyer shall use commercially reasonable
efforts to cause the insurance companies providing such benefits to recognize
such payments.

         (c) Employment with Buyer of Initially Transferred Employees shall be
effective as of the Business Day following the close of business on the Closing
Date, except that the employment of (i) individuals receiving disability
benefits or on approved leave of absence on the Closing Date will become
effective as of the date they present themselves for full-time employment with
Buyer within six (6) months of the Closing Date, and (ii) individuals who are in
the process of applying for visas will become effective as of the date that
their visas are transferred to Buyer and in the interim will continue to be
employed by Seller and made available pursuant to the Business Services
Agreement to Buyer who shall reimburse Seller for all direct costs of such
employment.

         (d) Buyer agrees that its health and welfare plans (other than its
long term disability plans) shall waive any pre-existing condition exclusion (to
the extent such exclusion was waived under applicable health and welfare plans
offered to the Transferred Employees by Seller and to the extent permitted by
the insurance companies providing such benefits to Buyer's employees) and any
proof of insurability. (to the extent permitted by the insurance companies
providing such benefits to Buyer's employees).

         (e) For a period of six (6) months following the Closing Date, Buyer
shall use reasonable commercial efforts to avoid modifying the current task
assignments of the Transferred Employees if such reassignments would have a
material adverse impact on the


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<PAGE>



continuity of the operation of the Business or on the fulfillment of Buyer's
obligations under this Agreement or the Supply Agreement.

         (f) The parties acknowledge that certain Transferred Non-Represented
Employees who are employed by Buyer for the period ending six months after the
Closing Date will be entitled to payments in accordance with retention
agreements entered into with them by Seller. Such payments shall be made
promptly by Buyer to the extent funded by Seller, and the parties shall
cooperate in exchanging information necessary to determine eligibility for and
the amount of such payments.

         (g) Prior to the Closing Date, Seller will provide Buyer with a
schedule indicating the expected accrued but unused vacation as of the Closing
Date (but not in excess of 40 hours) for each Initially Transferred Employee.
Promptly after the Closing Date, Seller shall update such schedule as of the
Closing Date. On or before the Transfer Date for each Subsequently Transferred
Employee who is a Non-Represented Employee, Seller shall provide Buyer with the
same information with respect to such Subsequently Transferred Employee. Buyer
shall credit each Transferred Non-Represented Employee with the accrued but
unused vacation time reflected on such updated schedule, and any accrued but
unused vacation in excess of 40 hours shall be paid by Seller. With respect to
accrued but unused vacation for each Transferred Represented Employee, accrued
but unused vacation as of the Closing Date shall be treated by Buyer in
accordance with the collective bargaining agreements entered into by Buyer and
the Union, with such changes in such agreements as agreed to by such parties
and, to the extent not assumed by Buyer, such accrued but unused vacation shall
be paid by Seller. On the relevant Transfer Date for a Subsequently Transferred
Employee, Seller shall reimburse Buyer for any accrued but unused vacation of
such Subsequently Transferred Employee as of his or her Transfer Date,
calculated in accordance with the foregoing provisions of this Section 5.4(g),
and the amount owed to such Subsequently Transferred Employees in respect of
such accrued but unused vacation shall be assumed by Buyer.

         (h) Seller shall provide "continuation coverage" to any "qualified
beneficiary" who is covered by a "group health plan" sponsored, maintained or
contributed to by Seller and who has experienced a "qualifying event" or is
receiving "continuation coverage". All terms shall be defined in accordance with
Code Section 4980B and ERISA Section 601 et seq.

5.5      COLLATERAL AGREEMENTS; LEASED EQUIPMENT

         (a) On or prior to the Closing Date, Buyer and/or its Affiliates, as
applicable, shall execute and deliver to Seller, and Seller and/or its
Affiliates, as applicable, shall execute and deliver to Buyer the Collateral
Agreements.

         (b) On or prior to the Closing Date, Seller shall provide Buyer with
the costs and other terms applicable to the leases of furniture, office
equipment and Leased Equipment and Buyer shall decide whether and to what extent
such furniture, office equipment and Leased Equipment will (i) (x) transfer to
Buyer as of the Closing Date by Buyer assuming the leases for such furniture
and/or equipment in which case such lease agreements shall be deemed Contracts
hereunder, or (y) be acquired by Buyer as of the Closing Date by Buyer paying
for the costs of purchasing such furniture and/or equipment pursuant to the
leases (the


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<PAGE>


"Purchased Leased Equipment"), or (ii) remain the property of Seller as of the
Closing Date (the "Excluded Leased Equipment").

5.6      REGULATORY COMPLIANCE

         Buyer and Seller shall cooperate, and shall cause their respective
Affiliates to cooperate, with the other in making filings under the HSR Act and
any applicable filings required under foreign antitrust Laws, and each party
shall use its reasonable commercial efforts to resolve such objections, if any,
as the Antitrust Division of the Department of Justice or the Federal Trade
Commission or state antitrust enforcement or other Governmental Body may assert
under the antitrust Laws with respect to the transactions contemplated hereby.
In the event an action is instituted by any Person challenging the transactions
contemplated hereby as violative of the antitrust Laws, Buyer and Seller shall
use, and shall cause their respective Subsidiaries to use, their respective
reasonable commercial efforts to resist or resolve such action.

5.7      CONTACTS WITH SUPPLIERS, EMPLOYEES AND CUSTOMERS

         Without the prior written consent of Seller, which may be withheld for
any reason or no reason, Buyer agrees it will not contact any suppliers to, or
customers of, the Business or any Business Employees in connection with or
pertaining to any subject of this Agreement.

5.8      NO NEGOTIATION OR SOLICITATION

         Prior to the Closing Date, Seller and its Affiliates will not (and
Seller will cause each of its employees, officers and agents not to) (a)
solicit, initiate, entertain or encourage the submission of any proposal or
offer from any Person, other than Buyer, relating to the direct or indirect
acquisition of the Business or all or any portion of the Purchased Assets (other
than in the ordinary course of business), or (b) participate in any discussions
or negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner any effort or attempt by any
Person to do or seek any of the foregoing. Seller will notify Buyer if any
Person makes any proposal, offer, inquiry or contact with respect to any of the
foregoing.

5.9      USE OF LUCENT'S NAME

         (a)      Buyer and Seller agree as follows:

                  (i)      Within three (3) months after the Closing Date, Buyer
                           shall, remove "Lucent," "Lucent Technologies" or
                           other similar mark and any other trademark, design or
                           logo previously or currently used by Seller or any of
                           its Affiliates (the "SELLER MARK") that is not part
                           of the Licensed Intellectual Property from all
                           buildings, signs and vehicles of the Business;

                  (ii)     Immediately after the Closing Date, Buyer shall cease
                           using Seller Marks that are not part of the Licensed
                           Intellectual Property in all


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<PAGE>




                            invoices, letterhead, advertising and promotional
                            materials, office forms or business cards;

             (iii)          Within three (3) months after the Closing Date,
                            Buyer shall cease using Seller Marks that are not
                            part of the Licensed Intellectual Property in
                            electronic databases, web sites, product
                            instructions, packaging (except as provided below)
                            and other materials, printed or otherwise (all such
                            materials, together with buildings, signs and
                            vehicles of the Business described in clauses (i)
                            and (ii) above, "MARKED ASSETS"). Notwithstanding
                            the foregoing, Buyer shall not be restricted in
                            using any packaging materials that are in inventory
                            as of the Closing Date;

             (iv)           Buyer shall not be  required  at any time to remove
                            any previously authorized use of Seller Marks that
                            are not part of the Licensed Intellectual Property
                            from inventory of the Business that is in existence
                            as of the Closing Date ("EXISTING INVENTORY"), nor
                            shall Buyer be required at any time to remove such
                            Seller Marks from schematics, plans, manuals,
                            drawings, machinery, tooling including hand tools,
                            and the like of the Business in existence as of the
                            Closing Date to the extent that such
                            instrumentalities are used in the ordinary internal
                            conduct of the Business and are not generally
                            observed by the public or are intended for use as
                            means to effectuate or enhance sales (such items,
                            "MARKED INSTRUMENTALITIES"). Buyer shall use
                            Reasonable Efforts to remove Seller Marks that are
                            not part of the Licensed Intellectual Property from
                            those assets of the Business that are not Marked
                            Instrumentalities or Existing Inventory, including
                            those assets (such as, but not limited to, tools,
                            molds, and machines) used in association with the
                            manufacture of the products of the Business or
                            otherwise reasonably used in the conduct of the
                            Business after the Closing Date (such assets, "OTHER
                            MARKED ASSETS"). For the purposes of this Section
                            5.9, "REASONABLE EFFORTS" means Buyer shall remove
                            Seller Name from such Other Marked Assets but only
                            at such time when such asset is not operated or
                            otherwise is taken out of service in the normal
                            course of business due to regular maintenance or
                            repair (but only for such repairs or maintenance
                            where such removal could normally be undertaken, for
                            example, repair or maintenance of a mold cavity)
                            whichever occurs first; PROVIDED that, in no event
                            shall Buyer use Seller Name after the date which is
                            six (6) months from the Closing Date. Buyer shall
                            not be required to perform such removal on such
                            Other Marked Assets that are not or no longer used
                            to manufacture the products of the Business or other
                            parts, or if discontinuance of use of such Other
                            Marked Assets is reasonably anticipated during such
                            time period; provided, such Other Marked Assets are
                            not sold or otherwise transferred to a Third Party
                            absent Lucent's prior written approval.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



             (v)            Seller hereby grants to Buyer a limited right to
                            use Seller Marks with regard to the Marked Assets,
                            Existing Inventory, Other Marked Assets and Marked
                            Instrumentalities during the periods, if any,
                            specified in clauses (i) - (iv) above.

             (vi)           Buyer acknowledges and agrees that Lucent is the
                            owner of Seller Marks and all goodwill attached
                            thereto. This Agreement does not give Buyer any
                            interest in Seller Marks except the right to use
                            Seller Marks in accordance with this Agreement, the
                            Intellectual Property Agreement and the Supply
                            Agreement. Buyer agrees not to attempt to register
                            Seller Marks nor to register anywhere in the world a
                            mark same as or confusingly similar to Seller Marks.

         (b) In no event shall Buyer or any Affiliate of Buyer advertise or hold
itself out as Lucent or an Affiliate of Lucent after the Closing Date.

5.10     ENVIRONMENTAL

         (a)      At the time of Closing, Seller will ensure that no Hazardous
                  Substances that are waste are located on the Premises or that
                  arrangements satisfactory to Buyer, acting reasonably, are in
                  place to promptly dispose thereof.

         (b)      Seller authorizes Buyer to contact any of Buyer's consultants
                  and to obtain from such consultants any reliance letters which
                  any of such consultants are prepared to provide. With respect
                  to all other environmental reports prepared for Seller's
                  consultants, Seller conveys and provides to Buyer the same
                  assurances of reliance that it received from the authors of
                  such reports.

         (c)
                  (i)       Seller acknowledges that the documents listed in
                            Schedule 3.10 are non-exclusive evidence of
                            pre-Closing presence or releases, spills, emissions,
                            discharges, leaks, disposals, leaching or migration
                            into the indoor or outdoor environment of Hazardous
                            Substances by Lucent and consequently such Hazardous
                            Substances as are referred to therein ("the Lucent
                            Identified Hazardous Substances") are Hazardous
                            Substances to which this Section 5.10 and Section
                            9.3(b) apply.

                  (ii)      Seller at its sole cost, shall promptly take all
                            action required by Environmental Law to investigate,
                            remediate or otherwise resolve issues related to the
                            Lucent Identified Hazardous Substances and will
                            retain all liability for and the responsibility to
                            address the Lucent Identified Hazardous Substances
                            to the extent such are not so investigated,
                            remediated or resolved from time to time. All action
                            of Seller shall be conducted in a manner complying
                            with Environmental Law and other relevant Laws and
                            requirements of Governmental Bodies, which shall
                            include without limitation minimizing interference
                            (to the extent practicable) with activities of Buyer
                            and others on the


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



                            Columbus Premises, using reasonably competent
                            personnel as selected by Seller to accomplish such
                            objectives and restoring the Columbus Premises to
                            its previous condition. Without limitation of the
                            foregoing Seller shall use all reasonable efforts to
                            obtain a Covenant Not to Sue ("CNS") from the Ohio
                            Environmental Protection Agency ("Ohio EPA") under
                            the Ohio Voluntary Action Program set forth at Ohio
                            Revised Code Chapter 3746 and Ohio Administrative
                            Code Chapter 3745-300, as amended from time to time.
                            The CNS shall apply to the entire Columbus Premises
                            and contain terms and conditions that are acceptable
                            to Buyer. The application for such CNS is to be
                            submitted by December 31, 2002 or as soon as
                            reasonably practicable thereafter. To the extent
                            engineered or institutional controls may be
                            considered necessary by Seller to achieve the CNS,
                            Buyer must consent to same but such consent shall
                            not be unreasonably withheld. Use restrictions shall
                            only be imposed on those portions of the Columbus
                            Premises where a CNS cannot be obtained without such
                            restrictions and, in no event, shall any use
                            restriction on all or any portion of the Columbus
                            Premises be other than a commercial use unless
                            circumstances reasonably require otherwise. Seller
                            shall bear the cost of maintaining any engineering
                            and institutional controls. Seller will at all times
                            keep Buyer fully informed as to progress of the
                            remediation and Seller shall consult with Buyer with
                            respect to key decisions.

             (iii)          After Closing, Seller shall be entitled to a
                            reasonable opportunity, including reasonable
                            discovery from Buyer, to gather and to examine
                            evidence as to whether an environmental, health or
                            safety condition identified at the Premises is
                            attributable to the pre-Closing period.

             (iv)           In conjunction  with, but without  limitation  by,
                            Section 5.1 of this Agreement, Buyer intends to, and
                            Seller hereby agrees that Buyer may, engage Golder
                            Associates Ltd. (the "Consultant") to perform an
                            environmental investigation (the "Investigation")
                            in, on, under and, to the extent reasonably
                            practicable, about the Columbus Premises with a view
                            to discovering and recording both (A) the conditions
                            on the Closing Date relevant to occupational health
                            and safety and (B) the environmental condition on
                            the Closing Date of the Columbus Premises and the
                            business operations conducted thereon and of other
                            lands to the extent affected by activities conducted
                            on or in connection with the Columbus Premises
                            (including, without limitation, the presence or
                            release of Hazardous Substances). The Investigation
                            will rely on previous work by Seller and Seller's
                            consultants to the extent considered reasonable by
                            Consultant. Seller shall make available to the
                            Consultant all information in its possession or
                            under the control (or which with reasonable efforts
                            could be in the possession or under the control) of
                            the Seller and any of its Affiliates relevant to the
                            Investigation. Seller and Buyer and their Affiliates
                            will use


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<PAGE>



                            commercially reasonable efforts to cooperate with
                            Consultant in connection with the conduct of the
                            Investigation, including, without limitation, making
                            their personnel reasonably available to the
                            Consultant and its agents and representatives. The
                            Investigation will include the conduct of a Phase I
                            Environmental Site Assessment complying with ASTM
                            Standard E1527-00, enhanced to address asbestos and
                            asbestos containing materials, lead-based paint,
                            wetlands issues and any other items deemed
                            appropriate by Consultant, and a Phase II
                            Environmental Site Assessment designed to address,
                            confirm and delineate all potential environmental
                            conditions identified in the said Phase I
                            Environmental Site Assessment, including without
                            limitation, the following:

                                 (I)      the existence of Hazardous
                                          Substances on the Columbus Premises
                                          from the Columbus Drum Works, the
                                          Bedford Landfill or other off-site
                                          sources;

                                 (II)     the existence of Hazardous Substances
                                          under or near the structures on the
                                          Columbus Premises;

                                 (III)    the presence of Legionella bacteria
                                          on the Columbus Premises;

                                 (IV)     the presence and condition of
                                          asbestos-containing materials on the
                                          Columbus Premises;

                                 (V)      investigation of the presence and
                                          condition of lead-based paint on the
                                          Columbus Premises; and

                                 (VI)     air quality testing regarding mold
                                          and asbestos fibres and other
                                          Hazardous Substances in the air in the
                                          structures on the Columbus Premises.

             (v)            The Investigation will continue following the date
                            hereof with the intent of completing the
                            Investigation within three months from the date
                            hereof. Seller and Buyer acknowledge that the
                            completion of the Investigation shall most likely
                            occur following the Closing Date and that the
                            completion of the Investigation shall not be a
                            condition to the Closing.

             (vi)           The reports to be produced recording matters
                            relevant to the Investigation, including the Phase I
                            and Phase II Environmental Site Assessments, (the
                            "Reports") shall, among other things, set out the
                            location, likely extent and concentration of each
                            Hazardous Substance discovered in, on, under, about
                            or from the Columbus Premises. The parties will have
                            an opportunity to review and comment on the draft
                            Reports upon their becoming available and before
                            being prepared by


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>


                            the Consultant in final form and Consultant shall by
                            instructed to consider and incorporate on a
                            reasonable basis all reasonable comments of the
                            parties. Seller shall keep the Reports confidential
                            except that Seller shall be entitled to provide
                            copies of the Reports on a confidential basis to
                            such Persons reasonably determined by Seller to
                            require such information to effectuate the
                            provisions of this Section 5.10 as is required by
                            applicable Law, by securities regulatory authorities
                            and stock exchanges or in connection with any
                            dispute relating hereto. Seller and Buyer agree that
                            the Reports shall constitute non-exclusive evidence
                            of the environmental and occupational safety and
                            health conditions of the Columbus Premises and
                            Seller's business operations at or around the time
                            of the Closing and such conditions, to the extent
                            described by the Consultant and not constituting
                            Lucent Disclosed Hazardous Substances are referred
                            to as the "Golder Described EH&S Conditions".

             (vii)          Buyer shall pay all fees of the Consultant in
                            connection with the Investigation, including the
                            preparation of and finalization of the Reports, and
                            Seller and Buyer shall each otherwise be responsible
                            for any costs such party incurs in connection
                            therewith.

             (viii)         Seller,  at its sole cost,  shall  promptly  take
                            all action required by Environmental Law to
                            investigate, remediate or otherwise resolve the
                            issues related to the Golder Described EH&S
                            Conditions (including, without limitation, the
                            presence or release of Hazardous Substances) and
                            will retain all liability for and the responsibility
                            to address the Golder Described Closing EHS
                            Conditions to the extent that the EHS Closing
                            Conditions are not so investigated, remediated or
                            resolved with from time to time. The parties
                            acknowledge that the fact that the Consultant
                            describes a matter as an environmental or health and
                            safety condition does not determine whether or not
                            such matter requires investigation, remediation or
                            other resolution under Environmental Law. All action
                            of Seller shall be conducted in a manner complying
                            with Environmental Law and other relevant Laws and
                            requirements of Governmental Bodies, which shall
                            include without limitation minimizing interference
                            (to the extent practicable) with activities of Buyer
                            and others on the Columbus Premises, using
                            reasonably competent personnel as selected by Seller
                            to accomplish such objectives and restoring the
                            Columbus Premises to its previous condition.

             (ix)           To the extent that a CNS is obtained through the use
                            of engineering and/or institutional controls
                            acceptable to Buyer and Hazardous Substances are
                            permitted to remain on the Columbus Premises, Seller
                            shall remain liable for and shall be responsible for
                            all future costs associated with maintaining the
                            engineering and institutional controls.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>




             (x)            Buyer shall cooperate with Seller as necessary to
                            effectuate the provisions of this Section 5.10
                            (including without limitation furtherance of the
                            investigatory and remedial actions set forth above)
                            in accordance with the provisions of this Agreement
                            provided that all reasonable costs thereof shall be
                            for the account of and paid by Seller.

             (xi)           Seller will promptly and in a prudent manner
                            complying with Environmental Laws demolish, remove
                            and properly dispose of the former wastewater
                            treatment plant, the abandoned tanks formerly used
                            for caustics, solvents and acids, and the former
                            used fuel oil storage tanks and, thereafter, restore
                            all portions of the Premises affected by the
                            presence, demolition or removal of the said plant
                            and tanks to standards satisfactory to Buyer, acting
                            reasonably. Seller will proceed with the said
                            demolition, removal and restoration only after
                            reasonable notice to Buyer and only in accordance
                            with plans approved by Buyer acting reasonably.
                            Seller will indemnify and hold harmless Buyer and
                            all persons affiliated or associated with Buyer from
                            and against all Losses arising out of or in
                            connection with the said demolition, removal and
                            restoration.

5.11     SEC DISCLOSURE

         Each party acknowledges that the other party (or an Affiliate of such
other party) may, upon advice of its legal advisors, be required to file this
Agreement with the United States Securities and Exchange Commission ("SEC"). If
a party is required to so file, it shall (i) give notice to the other party of
such filing requirement together with a copy of its draft application to the SEC
requesting the redaction as far in advance of such filing requirement as is
reasonably practicable, and (ii) permit such other party's legal advisors to
participate in the redaction of this Agreement on a mutually agreeable basis
(with the understanding that each party shall include in its initial application
the preferred redactions being sought by the other party). Each party agrees
that it will (i) work in good faith to include all recommendations of the other
party in all subsequent response filings with the SEC and (ii) use all
commercially reasonable efforts to ensure that only such information is
disclosed as in necessary to meet the SEC requirements. Each party shall use
reasonable efforts to cause its legal counsel to act in a timely manner in order
to meet the other party's requirements to timely meet its filing obligations.

5.12     SCHEDULE UPDATES

         On and after the date hereof and until the fifth Business Day prior to
the Closing Date, Seller may (i) update SCHEDULES 1.1(d), 2.1(g), 2.1(i),
3.3(b), 3.8(a) and 3.8(b) (with respect to the first sentence only) (in each
case, only to reflect changes occurring in the ordinary course of business in
accordance with Section 5.2 and also, (a) in the case of SCHEDULE 1.1(d), only
to reflect the addition of Principal Equipment in the ordinary course of
business in accordance with Section 5.2 that is necessary but not material to
the conduct of the Business and (b) in the case of Schedule 3.8(a) to reflect
Business Employees who retire from employment with Seller or whose employment
will be involuntarily terminated by


                                     - 38 -

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<PAGE>



Seller) and (ii) update any other Schedule attached to this Agreement in a
material manner with the consent of Buyer, such consent not to be unreasonably
withheld. On and after the date hereof and until the Business Day prior to the
Closing Date, the parties may modify Schedule 5.4 to reflect the Initially
Transferred Employees, if any, to whom Buyer will offer employment on the
Closing Date based solely on Buyer's assessment of its business needs. Seller
and Buyer shall work together, acting reasonably and in good faith, to agree on
any changes to Schedules effected pursuant to (ii) above, and to use their
reasonable efforts to ensure that Closing is not delayed as a result of changes
to Schedules pursuant to (ii) above.

5.13     ASSETS PUT

         (a) In the event that Buyer is unable to utilize to a reasonable extent
(being not less than 60% utilization) certain Principal Equipment, which shall
be identified on Schedule 1.1(d) as being subject to this Section 5.13(a), in
the Business on or before the first anniversary of the Closing Date or prior
thereto if it becomes apparent that such Principal Equipment cannot be utilized
to a reasonable extent as aforesaid as a result of low demand, termination or
suspension of a product line or otherwise, Buyer shall have the right to cause
Seller to purchase all or a portion of such Principal Equipment, upon providing
Seller with a notice identifying such Principal Equipment and the applicable
purchase price. The purchase price of such Principal Equipment shall be equal to
the purchase price paid by Buyer to Seller for the applicable Principal
Equipment at Closing. Seller shall pay the purchase price applicable to such
Principal Equipment no later than ten (10) Business Days following the receipt
of the aforementioned notice.

         (b) For a period of six (6) months following the Closing Date, Buyer
shall have an option to purchase from Seller certain Excluded Assets, which
shall be identified on Schedule 2.2(i) as being subject to this Section 5.13(b),
upon providing Seller with a notice identifying such Excluded Assets and the
applicable purchase price. Nothing herein contained shall be construed to
restrict the Buyer's ability to sell such Excluded Assets to a Third Party
provided that if Seller receives an offer from a Third Party to acquire any such
Excluded Assets, Seller shall notify Buyer and Buyer shall have five (5)
Business Days to provide Seller with a notice of its intention to purchase all
or a portion of such Excluded Assets. Buyer's option shall terminate in the
event that such Excluded Assets are lost, substantially damaged or destroyed.
The purchase price of such Excluded Assets shall be equal to the lesser of the
net book value of such Excluded Assets at the Closing Date and the price the
Third Party offered to pay for such Excluded Assets. Buyer shall pay the
purchase price applicable to such Excluded Assets no later than ten (10)
Business Days following the receipt by Seller of the relevant notice provided by
Buyer and upon delivery by Seller to Buyer of such Excluded Assets.

5.14     BUSINESS SERVICES AGREEMENT

         Prior to the Closing Date, Buyer and Seller shall use all reasonable
efforts acting in good faith to negotiate and settle a Business Services
Agreement on the terms and conditions set forth in the Business Services Term
Sheet attached hereto as Exhibit I.


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



6.       CONFIDENTIAL NATURE OF INFORMATION

6.1      CONFIDENTIALITY AGREEMENT

         Buyer agrees that the Confidentiality Agreement shall apply to (a) all
documents, materials and other information that it shall have obtained regarding
Seller or its Affiliates during the course of the negotiations leading to the
consummation of the transactions contemplated hereby (whether obtained before or
after the date of this Agreement), any investigations made in connection
therewith and the preparation of this Agreement and related documents and (b)
all analyses, reports, compilations, evaluations and other materials prepared by
Buyer or its counsel, accountants or financial advisors that contain or
otherwise reflect or are based upon, in whole or in part, any of the provided
information; PROVIDED, HOWEVER, that subject to Section 6.2(a), the
Confidentiality Agreement shall terminate as of the Closing and shall be of no
further force and effect thereafter with respect to information of Seller the
ownership of which is transferred to Buyer.

6.2      SELLER'S PROPRIETARY INFORMATION

         (a) Except as provided in Section 6.2(b) and 6.2(d), and except as
otherwise provided in the Intellectual Property Agreement or the Supply
Agreement, after the Closing and for a period of five (5) years following the
Closing Date, Buyer agrees that it will keep confidential all of Seller's and
its Affiliates' Proprietary Information that is received from, or made available
by, Seller in the course of the transactions contemplated hereby, including, for
purposes of this Section 6.2, information about Seller's and its Affiliates'
business plans and strategies, marketing ideas and concepts, especially with
respect to unannounced products and services, present and future product plans,
pricing, volume estimates, financial data, product enhancement information,
business plans, marketing plans, sales strategies, customer information
(including customers' applications and environments), market testing
information, development plans, specifications, customer requirements,
configurations, designs, plans, drawings, apparatus, sketches, software,
hardware, data, prototypes, connecting requirements or other technical and
business information, except for such Proprietary Information as is conveyed to
Buyer as part of the Purchased Assets.

         (b) Notwithstanding the foregoing, such Proprietary Information shall
not be deemed confidential and Buyer shall have no obligation with respect to
any such Proprietary Information that:

             (i)           at the time of disclosure was already known to Buyer
                           other than through this transaction, free of
                           restriction as evidenced by documentation in Buyer's
                           possession;

             (ii)          is or becomes publicly known through publication,
                           inspection of a product, or otherwise, and through no
                           negligence or other wrongful act of Buyer;

             (iii)         is received by Buyer from a Third Party without
                           similar restriction and without breach of any
                           agreement;


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<PAGE>



             (iv)          to the extent it is independently developed by Buyer;
                           or

             (v)           is, subject to Section 6.2(c), required to be
                           disclosed under applicable Law or judicial process.

         (c) If Buyer (or any of its Affiliates) is requested or required (by
oral question, interrogatory, request for information or documents, subpoena,
civil investigative demand or similar process) to disclose any of Seller's
Proprietary Information, Buyer will promptly notify Seller of such request or
requirement and will cooperate with Seller such that Seller may seek an
appropriate protective order or other appropriate remedy. If, in the absence of
a protective order or the receipt of a waiver hereunder, Buyer (or any of its
Affiliates) is in the written opinion of Buyer's counsel required to disclose
the Proprietary Information, Buyer (or its Affiliate) may disclose only so much
of the Proprietary Information to the party compelling disclosure as is required
by Law. Buyer will exercise its (and will cause its Affiliates to exercise
their) reasonable commercial efforts to obtain a protective order or other
reliable assurance that confidential treatment will be accorded to such
Proprietary Information.

         (d) Except to the extent that disclosure thereof is required under
accounting, stock exchange or Federal Securities Laws disclosure obligations,
the terms and conditions of this Agreement, and all attachments and amendments
hereto and thereto shall be considered Proprietary Information protected under
this Article 6. Notwithstanding anything in this Article 6 to the contrary, in
the event that any such Seller's Proprietary Information is also subject to a
limitation on disclosure or use contained in another written agreement between
Buyer and Seller (including but not limited to, the Intellectual Property
Agreement) that is more restrictive than the limitation contained in this
Article 6, then the limitation in such agreement shall supersede this Article 6.
Notwithstanding anything in this Article 6 to the contrary, Buyer shall be
permitted to disclose the terms and conditions of this Agreement, and all
attachments and amendments hereto and thereto, and copies thereof, to its
Affiliates and to its and their respective officers, directors and employees and
professional advisors, in each case, who have a need to know such information
for the purposes of discharging their duties to Buyer and its Affiliates, and to
its lenders and investment dealers where required to do so under binding
agreements with such Persons; provided, however, that Buyer shall require all
such Persons to maintain the confidentiality of any such information in
accordance with the terms hereof and Buyer shall remain responsible to Seller
for the actions of such parties with respect to such information.

7.       CLOSING

         At the Closing, the following transactions shall take place:

7.1      DELIVERIES BY SELLER

         On the Closing Date, Seller shall deliver to Buyer the following:

         (a)      the Collateral Agreements;


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<PAGE>



         (b)      all consents, waivers or approvals theretofore obtained by
                  Seller with respect to the sale of the Purchased Assets or the
                  consummation of the transactions contemplated by this
                  Agreement or the Collateral Agreements;

         (c)      an opinion or opinions of Counsel for Seller dated the Closing
                  Date with respect to the matters described in Sections 3.1,
                  3.2 and 3.3(a)(i) in a form and subject to such exceptions as
                  are customary for transactions similar to those contemplated
                  hereby, which form shall be reasonably acceptable to Buyer;

         (d)      a certificate of an appropriate officer of Seller, dated the
                  Closing Date, certifying to the best of his or her knowledge
                  the fulfillment of the conditions set forth in Sections 8.2(a)
                  and (b);

         (e)      to the extent required, updated Schedules revised in
                  accordance with Section 5.12 to reflect changes in the
                  operations or condition of the Business between the date
                  hereof and the Closing Date; and

         (f)      all such other bills of sale, assignments and other
                  instruments of assignment, transfer or conveyance as Buyer may
                  reasonably request or as may be otherwise necessary to
                  evidence and effect the sale, transfer, assignment, conveyance
                  and delivery of the Purchased Assets to Buyer and to put Buyer
                  in actual possession or control of the Purchased Assets.

7.2      DELIVERIES BY BUYER

         On the Closing Date, Buyer shall deliver to Seller the following:

         (a)      the Purchase Price as provided in Section 2.3;

         (b)      the Collateral Agreements;

         (c)      an opinion or opinions of Counsel for Buyer, and any
                  Affiliates of Buyer, to the extent that such Affiliate is a
                  party to any of the Collateral Agreements, dated the Closing
                  Date with respect to the matters described in Sections 4.1,
                  4.2 and 4.3(a)(i) in a form and subject to such exceptions as
                  are customary for transactions similar to those contemplated
                  hereby, which form shall be reasonably acceptable to Seller;

         (d)      a certificate of an appropriate officer of Buyer, dated the
                  Closing Date, certifying to the best of his or her knowledge
                  the fulfillment of the conditions set forth in Sections 8.3(a)
                  and (b);

         (e)      all such other documents and instruments as Seller may
                  reasonably request or as may be otherwise necessary or
                  desirable to evidence and effect the assumption by Buyer of
                  the Assumed Liabilities; and


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>




         (f) evidence of the obtaining of or the filing with respect to, any
             required approvals set forth on SCHEDULE 4.3(b).

7.3      CLOSING DATE

         The Closing shall take place on the Closing Date at the offices of
Seller, 600 Mountain Avenue, Murray Hill, New Jersey 07974, at 10:00 a.m. local
time within five (5) Business Days following the date on which the last of the
conditions specified in Article 8 to be satisfied or waived has been satisfied
or waived, or at such other place or time or on such other date as Seller and
Buyer may agree upon in writing (such date and time being referred to herein as
the "Closing Date").

7.4      CONTEMPORANEOUS EFFECTIVENESS

         All acts and deliveries prescribed by this Article 7, regardless of
chronological sequence, will be deemed to occur contemporaneously and
simultaneously on the occurrence of the last act or delivery required by this
Article, and none of such acts or deliveries will be effective until the last of
the same has occurred.

7.5      RISK OF LOSS FOR PURCHASED ASSETS

         From the date hereof to the Effective Time on the Closing Date, the
Purchased Assets shall be and remain at the risk of Seller. If prior to the
Effective Time on the Closing Date, any of such Purchased Assets are destroyed
or damaged by fire or any other casualty or shall be appropriated, expropriated
or seized by Governmental Body or other lawful authority, Buyer shall not be
required to complete the purchase of such Purchased Asset and shall not be
required to pay to Seller the portion of the Purchase Price attributed to such
Purchased Asset. In the event that the relevant Purchased Asset has not been
destroyed or appropriated, expropriated or seized but merely damaged and Buyer
elects to complete the purchase of such asset, the Purchase Price shall be
reduced by an amount mutually agreed by the parties or, if mutually agreed to by
the parties, Buyer shall pay the full Purchase Price therefor and any proceeds
of insurance net of all proven expenses incurred and paid by Seller to obtain
payment of such insurance proceeds, shall be paid to Buyer, if previously
received, or assigned to Buyer, in either case, as at the Effective Time on the
Closing Date.

8.       CONDITIONS PRECEDENT TO CLOSING

8.1      GENERAL CONDITIONS

         The respective obligations of Buyer and Seller to effect the Closing of
the transactions contemplated hereby are subject to the fulfillment, prior to or
at the Closing, of each of the following conditions:

         (a)      NO INJUNCTIONS. No order of any court or administrative agency
                  shall be in effect that enjoins, restrains, conditions or
                  prohibits consummation of this Agreement or the Collateral
                  Agreements.


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<PAGE>


         (b)      ANTITRUST LAWS. Any applicable waiting period under the HSR
                  Act or other applicable antitrust Laws relating to the
                  transactions contemplated by this Agreement or the Collateral
                  Agreements shall have expired or been terminated.

8.2      CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

         The obligations of Buyer to effect the Closing of the transactions
contemplated hereby are subject to the fulfillment, prior to or at the Closing,
of each of the following conditions, any of which may be waived in writing by
Buyer:

         (a)  REPRESENTATIONS  AND WARRANTIES OF SELLER TRUE AT CLOSING.
              The representations and warranties of Seller contained in this
              Agreement or in any schedule, certificate or document delivered
              pursuant to the provisions hereof or in connection with the
              transactions contemplated hereby (X) which are qualified by
              materiality shall be true and correct, and (Y) which are not
              qualified by materiality shall be true in all material respects at
              and as of the Closing Date, as though such representations and
              warranties were made at and as of the Closing Date, except (i) as
              affected by the transactions contemplated hereby, and (ii) to the
              extent that such representations and warranties are made as of a
              specified date, in which case such representations and warranties
              shall be true in all material respects as of the specified date.

         (b)  PERFORMANCE BY SELLER. Seller shall have performed in all
              material respects all obligations and agreements and complied in
              all material respects with all covenants and conditions required
              by this Agreement to be performed or complied with by it prior to
              or at the Closing, including executing the Collateral Agreements.

         (c)  REQUIRED CONSENTS. Seller shall have obtained all of the
              Required Consents, except where the failure to obtain such
              consents, approvals or authorizations, individually or in the
              aggregate, could not reasonably be expected to have a Material
              Adverse Effect.

         (d)  UNION AGREEMENT. The collective bargaining agreements between
              Buyer and the Union covering the Transferred Represented Employees
              shall have been ratified and approved by the requisite majority of
              the members of the Union and executed by the Union on or before
              the Closing Date provided, however, that in the event that the
              Seller retains the Represented Employees beyond the Closing Date,
              in accordance with Section 5.4, the entering into, ratification
              and approval of the collective bargaining agreements shall cease
              to be a condition precedent to Buyer's obligation to effect the
              Closing but the parties shall have executed and delivered the
              Business Services Agreement as a condition precedent to Buyer's
              obligation to effect the Closing.


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<PAGE>

                                                    CONFIDENTIAL TREATMENT
                                                    REQUESTED.
                                                    ASTERISKS DENOTE OMISSIONS.

8.3      CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

         The obligations of Seller to effect the Closing of the transactions
contemplated hereby are subject to the fulfillment, prior to or at the Closing,
of each of the following conditions, any of which may be waived in writing by
Seller:

         (a)      REPRESENTATIONS AND WARRANTIES OF BUYER TRUE AT CLOSING. The
                  representations and warranties of Buyer contained in this
                  Agreement or in any certificate or document delivered pursuant
                  to the provisions hereof or in connection with the
                  transactions contemplated hereby shall be true and correct in
                  all material respects at and as of the Closing Date as though
                  such representations and warranties were made at and as of the
                  Closing Date, except to the extent that such representations
                  and warranties are made as of a specified date, in which case
                  such representations and warranties shall be true in all
                  material respects as of the specified date.

         (b)      PERFORMANCE BY BUYER. Buyer shall have performed in all
                  material respects all obligations and agreements and complied
                  in all material respects with all covenants and conditions
                  required by this Agreement to be performed or complied with by
                  it prior to or at the Closing, including executing the
                  Collateral Agreements.

9.       STATUS OF AGREEMENTS

         The rights and obligations of Buyer and Seller under this Agreement
shall be subject to the following terms and conditions:

9.1      EFFECT OF BREACH

         In the event of a material breach of any representation, certification
or warranty, or agreement or covenant of Seller under this Agreement that is
discovered by Buyer prior to Closing and that cannot be or is not cured by
Seller upon prior notice and the passage of a reasonable period of time, Buyer
may elect not to proceed with the Closing hereunder, which shall be Buyer's sole
remedy for such breach.

9.2      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         The representations and warranties of Buyer and Seller contained in
this Agreement shall survive the Closing for ***; provided, that
the representations and warranties contained in (i) Sections 3.1, 3.2,
3.3(a)(i), 3.4(a), 3.6 (as to the title of the Premises) and Sections 4.1, 4.2
and 4.3(a)(i) shall survive until the ***, (ii) Section 3.10 shall survive
for a period of *** years
following the Closing Date, (iii) Section 3.12(a) shall survive until the
termination or expiry of the Supply Agreement, and (iv) and any claim for any
breach of a representation or warranty based on fraud or fraudulent
misrepresentation may be made at any time. Neither Seller nor Buyer shall have
any liability whatsoever with respect to any such representations or warranties
after the survival period for such representation or warranty expires.


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9.3      GENERAL AGREEMENT TO INDEMNIFY

         (a) Seller and Buyer shall indemnify, defend and hold harmless the
other party hereto, any Affiliate thereof, and any director, officer or employee
of such party or Affiliate thereof (each an "INDEMNIFIED PARTY") from and
against any and all claims, actions, suits, proceedings, liabilities,
obligations, losses, and damages, amounts paid in settlement, interest, costs
and expenses (including reasonable attorney's fees, court costs and other
out-of-pocket expenses incurred in investigating, preparing or defending the
foregoing) (collectively, "LOSSES") incurred or suffered by any Indemnified
Party to the extent that the Losses arise by reason of, or result from (i) the
failure of any representation or warranty of such party contained in this
Agreement to have been true in all material respects when made and as of the
Closing Date except as expressly provided otherwise in Section 8.2(a) or 8.3(a),
or (ii) the breach by such party of any covenant or agreement of such party
contained in this Agreement to the extent not waived by the other party.

         (b) Seller further agrees to indemnify and hold harmless Buyer from and
against any Losses incurred by Buyer arising out of, resulting from, or relating
to: (i) the Excluded Liabilities; (ii) Buyer's waiver of any applicable Bulk
Sales Laws; (iii) any claim, demand or liability for Taxes imposed on Buyer for
which Seller is responsible pursuant to Section 2.9; (iv) any claims of any
Business Employee employed by Buyer in connection with any Benefit Plan of
Seller or such Business Employee's employment with Seller accruing prior to and
including the Closing Date; (v) any event occurring or any condition existing at
or prior to the Closing Date relating to the Business, the Premises or the
Purchased Assets which now or hereafter constitutes a violation of, or gives
rise to any liability under, any Environmental Law; (vi) any presence or any
release, spill, emission, discharge, leak, disposal, leaching or migration into
the indoor or outdoor environment of any Hazardous Substances in, on, under or
from the Premises or the Purchased Assets and whether by Seller or by any other
Person at or prior to the Closing Date or prior to the Closing Date; and (vii)
any requirement imposed by a Governmental Body to change, improve or modify the
processes of the Business so as to bring the same into a state of not being in
violation of Environmental Laws.

         (c) Buyer further agrees to indemnify and hold harmless Seller with
respect to: (i) any failure of Buyer to discharge any of the Assumed
Liabilities; (ii) any claim, demand or liability for Taxes imposed on Seller for
which Buyer is responsible pursuant to Section 2.9; and (iii) any medical,
health or disability claims of any Transferred Employee, for claims for expenses
incurred on or before the close of business on the Closing Date which are not
presented on a reasonably timely basis to Seller by such Transferred Employee
for payment or reimbursement in accordance with the terms of the applicable
Benefit Plan of Seller due to fault of Buyer.

         (d) Amounts payable in respect of the parties' indemnification
obligations shall be treated as an adjustment to the Purchase Price. Buyer
and Seller agree to cooperate in the preparation of a supplemental Asset
Acquisition Statement as required by Section 5.3 and Treasury Reg. Section
1.1060-1T(e) as a result of any adjustment to the Purchase Price pursuant to
the preceding sentence. Whether or not the Indemnifying Party (as defined
below) chooses to defend or prosecute any Third-Party Claim (as defined in
Section 9.4(a)) both parties

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<PAGE>

                                                    CONFIDENTIAL TREATMENT
                                                    REQUESTED.
                                                    ASTERISKS DENOTE OMISSIONS.

hereto shall cooperate in the defense or prosecution thereof and shall furnish
such records, information and testimony, and attend such conferences, discovery
proceedings, hearings, trials and appeals, as may be reasonably requested in
connection therewith or as provided in Section 5.1.

         (e) The amount of the Indemnifying Party's liability under this
Agreement shall be determined taking into account any applicable insurance
proceeds actually received by, and other savings, including Tax savings, that
actually reduce the overall impact of the Losses upon, the Indemnified Party.
The indemnification obligations of each party hereto under this Article 9 shall
inure to the benefit of the directors, officers and Affiliates of the other
party hereto on the same terms as are applicable to such other party.

         (f) The Indemnifying Party's aggregate liability for all claims made
under (i) Section 9.3(a) hereof (other than with respect to breaches of
covenants relating to environmental or occupational health and safety matters),
(ii) Section 9.3(a) of the Oklahoma City APA (other than with respect to
breaches of covenants relating to environmental or occupational, health and
safety matters), and (iii) Section 47.2 of the Supply Agreement shall be subject
to the following limitations: (i) the Indemnifying Party shall have no liability
for such claims until the aggregate amount of the Losses incurred shall exceed
*** dollars (US$***), in which case the Indemnifying Party shall
be liable only for the portion of the Losses exceeding ***
dollars (US$***), and (ii) the Indemnifying Party's aggregate liability for
all such claims (whether made under one or more of Section 9.3(a) hereof,
Section 9.3(a) of the Oklahoma City APA or Section 46.2 of the Supply Agreement)
shall not exceed *** dollars (US$***). The Indemnified
Party may not make a claim for indemnification under Section 9.3(a) for breach
by the Indemnifying Party of a particular representation or warranty after the
expiration of the survival period specified in Section 9.2.

         (g) The Indemnifying Party's liability for all claims (excluding
those made under Section 9.3(a) which shall be governed by Section 9.2(f) and
excluding all claims made under Section 9.3(b)(v), (vi) or (vii) with respect
to environmental or occupational health and safety matters), shall be subject
to the following limitation: the Indemnifying Party shall have no liability
for such claims until the aggregate amount of the Losses incurred shall
exceed *** dollars (US$***) (the "Threshold Amount"), in which case the
Indemnifying Party shall be liable for all Losses including the Threshold
Amount.

         (h) The indemnification provided in this Article 9 shall be the sole
and exclusive remedy after the Closing Date for damages available to the parties
to this Agreement for breach of any of the terms, conditions, representations or
warranties contained herein or any right, claim or action arising from the
transactions contemplated by this Agreement; PROVIDED, HOWEVER, this exclusive
remedy for damages does not preclude a party from bringing an action for
specific performance or other equitable remedy to require a party to perform its
obligations under this Agreement or any Collateral Agreement.

         (i) Notwithstanding anything contained in this Agreement to the
contrary, no party shall be liable to the other party for indirect, special,
punitive, exemplary or consequential loss or damage (including any loss of
revenue or profit) arising out of this Agreement,


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<PAGE>


PROVIDED, HOWEVER, the foregoing shall not be construed to preclude recovery by
the Indemnified Party in respect of Losses directly incurred from Third Party
Claims. Both parties shall use reasonable efforts to mitigate their damages.

         (j) The rights to indemnification under Section 9.3 shall not be
subject to set-off for any claim by the Indemnifying Party against any
Indemnified Party, whether or not arising from the same event giving rise to
such Indemnified Party's claim for indemnification.

9.4      GENERAL PROCEDURES FOR INDEMNIFICATION

         (a) The Indemnified Party seeking indemnification under this Agreement
shall promptly notify the party against whom indemnification is sought (the
"INDEMNIFYING PARTY") of the assertion of any claim, or the commencement of any
action, suit or proceeding by any Third Party, in respect of which indemnity may
be sought hereunder and will give the Indemnifying Party such information with
respect thereto as the Indemnifying Party may reasonably request, but failure to
give such notice shall not relieve the Indemnifying Party of any liability
hereunder (unless such failure prevents the Indemnifying Party from effectively
contesting the claim in respect of which indemnification is sought). The
Indemnifying Party shall have the right, but not the obligation, exercisable by
written notice to the Indemnified Party within thirty (30) days of receipt of
notice from the Indemnified Party of the commencement of or assertion of any
claim, action, suit or proceeding by a Third Party in respect of which indemnity
may be sought hereunder (a "THIRD-PARTY CLAIM"), to assume the defense and
control the settlement of such Third-Party Claim that (i) involves (and
continues to involve) solely money damages, or (ii) involves (and continues to
involve) claims for both money damages and equitable relief against the
Indemnified Party that cannot be severed, where the claims for money damages are
the primary claims asserted by the Third Party and the claims for equitable
relief are incidental to the claims for money damages.

         (b) The Indemnifying Party or the Indemnified Party, as the case may
be, shall have the right to participate in (but not control), at its own
expense, the defense of any Third-Party Claim that the other is defending, as
provided in this Agreement.

         (c) The Indemnifying Party, if it has assumed the defense of any
Third-Party Claim as provided in this Agreement, shall not consent to a
settlement of, or the entry of any judgment arising from, any such Third-Party
Claim without the Indemnified Party's prior written consent (which consent shall
not be unreasonably withheld) unless such settlement or judgment relates solely
to monetary damages. The Indemnifying Party shall not, without the Indemnified
Party's prior written consent, enter into any compromise or settlement that (i)
commits the Indemnified Party to take, or to forbear to take, any action, or
(ii) does not provide for a complete release by such Third Party of the
Indemnified Party. The Indemnified Party shall have the sole and exclusive right
to settle any Third-Party Claim, on such terms and conditions as it deems
reasonably appropriate, to the extent such Third-Party Claim involves equitable
or other non-monetary relief against the Indemnified Party, and shall have the
right to settle any Third-Party Claim involving money damages for which the
Indemnifying Party has not assumed the defense pursuant to this Section 9.4 with
the written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld or delayed.


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<PAGE>


         (d) In the event an Indemnified Party shall claim a right to payment
pursuant to this Agreement, such Indemnified Party shall send written notice of
such claim to the Indemnifying Party. Such notice shall specify the basis for
such claim. As promptly as possible after the Indemnified Party has given such
notice, and subject to the limitations set forth in Section 9.3, the Indemnified
Party and the Indemnifying Party shall establish the merits and amount of such
claim by mutual agreement, or, if necessary, by arbitration in a manner
reasonably determined by mutual agreement of such parties.

9.5      BREACH OF REPRESENTATIONS RESULTING IN LIMITATION OF OBLIGATIONS UNDER
THE SUPPLY AGREEMENT

         To the extent Buyer is unable to perform any of its obligations under
the Supply Agreement as a result of Seller failing to provide to Buyer
Proprietary Information in breach of Section 3.4(c) or 3.12(c) hereof, then
Buyer shall be relieved of such obligations under the Supply Agreement during
the period of time that the breach of Section 3.4(c) or 3.12(c), as the case may
be, remains uncured, and Buyer's failure to perform such obligations shall not
affect any applicable measure of Buyer's performance under the Supply Agreement,
including performance related to delivery under the Supply Agreement, and Seller
shall not assert any of its rights and remedies under the Supply Agreement
against Buyer as a result of such non-performance.

10.      MISCELLANEOUS PROVISIONS

10.1     NOTICES

         All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given upon receipt if (i) mailed by certified
or registered mail, return receipt requested, (ii) sent by Federal Express or
other express carrier, fee prepaid, (iii) sent via facsimile with receipt
confirmed, or (iv) delivered personally, addressed as follows or to such other
address or addresses of which the respective party shall have notified the
other.

         (a)      If to Seller, to:         Lucent Technologies Inc.
                                            Attn:  Chief Supply Officer
                                            600 Mountain Avenue
                                            Murray Hill, NJ 07974-0636
                                            U. S. A.
                                            Facsimile:  (908) 582-8082

                  With a copy to:           Lucent Technologies Inc.
                                            Attn:  Vice President - Law
                                            600 Mountain Avenue
                                            Murray Hill, NJ 07974-0636
                                            U. S. A.
                                            Facsimile:  (908) 582-6130


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                          LUCENT TECHNOLOGIES/CELESTICA
<PAGE>



         (b)      If to Buyer, to:          Celestica Corporation

                                            Pease International Tradeport
                                            ATTN: EXA03
                                            72 Pease Boulevard
                                            Newington, New Hampshire 03801
                                            U. S. A.
                                            Attention:  General Manager
                                            Facsimile:  (603) 334-4330

                  With a copy to:           Celestica Inc.
                                            7th Floor
                                            12 Concorde Place
                                            Toronto, Ontario    M3C 3R8

                                            Attn: Senior Vice President,
                                            Mergers & Acquisitions
                                            Facsimile: (416) 448-5444

                  And to:                   Vice President and General Counsel
                                            Facsimile: (416) 386-7817

10.2     EXPENSES

         Except as otherwise provided in this Agreement, each party to this
Agreement will bear all the fees, costs and expenses that are incurred by it in
connection with the transactions contemplated hereby, whether or not such
transactions are consummated.

10.3     ENTIRE AGREEMENT; MODIFICATION

         The agreement of the parties, which is comprised of this Agreement, the
Schedules and Exhibits hereto and the documents referred to herein, sets forth
the entire agreement and understanding between the parties and supersedes any
prior agreement or understanding, written or oral, relating to the subject
matter of this Agreement. With respect to the Purchased Assets, the Business, or
any other rights or obligations to be transferred hereunder or pursuant hereto,
no party has been induced by or has relied upon any representations, warranties,
or statements, whether express or implied, made by any other party, its agents,
employees, attorneys or other representatives or by any Person representing or
purporting to represent the other party that are not expressly set forth in this
Agreement or the Collateral Agreements (including the Schedules and Exhibits
hereto and thereto), whether or not any such representations, warranties or
statements were made in writing or orally. No amendment, supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by the party to be bound thereby, and in accordance with Section 11.4.

10.4     ASSIGNMENT; BINDING EFFECT; SEVERABILITY

         This Agreement may not be assigned by any party hereto without the
other party's written consent; provided, however, that Buyer shall have the
right to assign this Agreement


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<PAGE>


and to assign its rights and delegate its duties under this Agreement in whole
or in part at any time with the prior written consent of Seller to any
wholly-owned subsidiary of Celestica Inc. incorporated in one of the states of
the United States of America, provided that Buyer shall not, as a result of such
assignment, be discharged from its obligations hereunder. This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the
successors, legal representatives and permitted assigns of each party hereto.
The provisions of this Agreement are severable, and in the event that any one or
more provisions are deemed illegal or unenforceable the remaining provisions
shall remain in full force and effect unless the deletion of such provision
shall cause this Agreement to become materially adverse to either party, in
which event the parties shall use reasonable commercial efforts to arrive at an
accommodation that best preserves for the parties the benefits and obligations
of the offending provision.

10.5     GOVERNING LAW

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IRRESPECTIVE OF THE CHOICE OF
LAWS PRINCIPLES OF THE STATE OF NEW YORK, AS TO ALL MATTERS, INCLUDING MATTERS
OF VALIDITY, CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES.

10.6     EXECUTION IN COUNTERPARTS

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

10.7     PUBLIC ANNOUNCEMENT

         Upon signing of this Agreement, Seller and Buyer shall prepare a
mutually agreeable release announcing the transaction contemplated hereby.
Except for such press release, neither Seller nor Buyer shall, without the
approval of the other, make any press release or other announcement concerning
the existence of this Agreement or the terms of the transactions contemplated by
this Agreement, except as and to the extent that any such party shall be so
obligated by Law, in which case the other party shall be advised and the parties
shall use their reasonable commercial efforts to cause a mutually agreeable
release or announcement to be issued; PROVIDED, HOWEVER, that the foregoing
shall not preclude communications or disclosures necessary to comply with
accounting, stock exchange or applicable securities Law disclosure obligations.

10.8     NO THIRD-PARTY BENEFICIARIES

         Nothing in this Agreement, express or implied, is intended to or shall
(a) confer on any Person other than the parties hereto and their respective
successors or assigns any rights (including Third-Party beneficiary rights),
remedies, obligations or liabilities under or by reason of this Agreement, or
(b) constitute the parties hereto as partners or as participants in a joint
venture. This Agreement shall not provide Third Parties with any remedy, claim,
liability, reimbursement, cause of action or other right in excess of those
existing without


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reference to the terms of this Agreement. Nothing in this Agreement shall be
construed as giving to any Business Employee, or any other individual, any right
or entitlement under any Benefit Plan, policy or procedure maintained by Seller,
except as expressly provided in such Benefit Plan, policy or procedure. No Third
Party shall have any rights under Section 502, 503 or 504 of ERISA or any
regulations thereunder because of this Agreement that would not otherwise exist
without reference to this Agreement. No Third Party shall have any right,
independent of any right that exist irrespective of this Agreement, under or
granted by this Agreement, to bring any suit at law or equity for any matter
governed by or subject to the provisions of this Agreement.

11.      TERMINATION AND WAIVER

11.1     TERMINATION

         This Agreement may be terminated at any time prior to the Closing Date
by:

         (a)      MUTUAL CONSENT.  The mutual written consent of Buyer and
                  Seller;

         (b)      COURT OR ADMINISTRATIVE ORDER. Buyer or Seller if there shall
                  be in effect a non-appealable order of a court or government
                  administrative agency of competent jurisdiction prohibiting
                  the consummation of the transactions contemplated hereby.

         (c)      DELAY. Buyer or Seller if the Closing shall not have occurred
                  by September 30, 2001, provided that the terminating party is
                  not otherwise in material default or breach of this Agreement.

11.2     EFFECT OF TERMINATION

         In the event of the termination of this Agreement in accordance with
Section 11.1, this Agreement shall become void and have no effect, without any
liability on the part of any party or its directors, officers or stockholders,
except for the obligations of the parties hereto as provided in Article 6,
Sections 10.2 and 10.7 and this Section 11.2.

11.3     WAIVER OF AGREEMENT

         Any term or condition hereof may be waived at any time prior to the
Closing Date by the party hereto which is entitled to the benefits thereof by
action taken by its Board of Directors or its duly authorized officer or
employee, whether before or after the action of such party; PROVIDED, HOWEVER,
that such action shall be evidenced by a written instrument duly executed on
behalf of such party by its duly authorized officer or employee. The failure of
either party to enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision nor shall it in any way affect the
validity of this Agreement or the right of such party thereafter to enforce each
and every such provision. No waiver of any breach of this Agreement shall be
held to constitute a waiver of any other or subsequent breach.


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11.4     AMENDMENT OF AGREEMENT

         This Agreement may be amended with respect to any provision contained
herein at any time prior to or on the Closing Date by action of the parties
hereto taken by their Boards of Directors or by their duly authorized officers
or employees, whether before or after such party's action; PROVIDED, HOWEVER,
that such amendment shall be evidenced by a written instrument duly executed on
behalf of each party by its duly authorized officer or employee.


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<PAGE>




         IN WITNESS WHEREOF, each party has caused this Agreement to be duly
executed on its behalf by its duly authorized officer as of the date first
written above.



                                       LUCENT TECHNOLOGIES INC.


                                       By: /s/ Rocco D. Pennella
                                           ------------------------------------
                                           Name: Rocco D. Pennella
                                           Title:



                                       CELESTICA CORPORATION


                                       By: /s/     Rahul Suri
                                           -----------------------------------
                                           Name:  Rahul Suri
                                           Title: Authorized Signatory



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