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                                                                 Exhibit 10.1.11

          FIRST AMENDMENT, dated as of February 8, 2002 (this "Amendment"), to
                                                               ---------
the Amended and Restated Guarantee and Collateral Agreement, dated as of July
27, 2000 (such Guarantee and Collateral Agreement, as amended, supplemented or
otherwise modified from time to time, the "Collateral Agreement"), made by SMTC
                                           --------------------
CORPORATION, a Delaware corporation ("Holdings"), HTM HOLDINGS, INC., a Delaware
                                      --------
corporation (the "U.S. Borrower") and certain of their Subsidiaries in favor of
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LEHMAN COMMERCIAL PAPER INC., as general administrative agent (in such capacity,
the "General Administrative Agent") for the banks and other financial
     ----------------------------
institutions from time to time parties to the Amended and Restated Credit
Agreement, dated July 27, 2000 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement") among Holdings, the U.S. Borrower and
                        ----------------
the other parties thereto.

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, the Borrower and Holdings have requested that the Lenders
amend, and the Required Lenders have agreed to amend, certain of the provisions
of the Collateral Agreement, upon the terms and subject to the conditions set
forth below;

          NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the U.S. Borrower, Holdings, the Grantors, the Lenders and
the Administrative Agent hereby agree as follows:

          1.  Definitions. All terms defined in the Collateral Agreement and the
              -----------
Credit Agreement shall have such defined meanings when used herein unless
otherwise defined herein.

          2.  Amendment of Section 1.1(b). Section 1.1(b) of the Collateral
              ---------------------------
Agreement is hereby amended by:

          (a) adding the following new definitions in their appropriate
     alphabetical order:

               ""Borrower Cash Management Obligations": the collective reference
                 ------------------------------------
          to all obligations and liabilities of the U.S. Borrower to the General
          Administrative Agent or any Lender or any affiliate of either of the
          foregoing, whether direct or indirect, absolute or contingent, due or
          to become due, or now existing or hereafter incurred, which may arise
          out of, or in connection with, any Cash Management Losses or any
          document made, delivered, or given in connection therewith, whether on
          account of reimbursement obligations, fees, indemnities, costs,
          expenses or otherwise (including, without limitation, all fees and
          disbursements of counsel to the relevant Lender or affiliate thereof
          that are required to be paid by the U.S. Borrower pursuant to the
          terms of any such document).

               "Cash Management Obligations": the collective reference to the
                ---------------------------
          Borrower Cash Management Obligations and the Guarantor Cash Management
          Obligations.

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               "Guarantor Cash Management Obligations": as to any Guarantor, the
                -------------------------------------
          collective reference to all obligations and liabilities of such
          Guarantor to the General Administrative Agent or any Lender or any
          affiliate of either of the foregoing, whether direct or indirect,
          absolute or contingent, due or to become due, or now existing or
          hereafter incurred, which may arise out of, or in connection with, any
          Cash Management Losses or any document made, delivered, or given in
          connection therewith, whether on account of reimbursement obligations,
          fees, indemnities, costs, expenses or otherwise (including, without
          limitation, all fees and disbursements of counsel to the relevant
          Lender or affiliate thereof that are required to be paid by such
          Guarantor pursuant to the terms of any such document).";

          (b) amending the definition of "Borrower Obligations" by deleting "and
                                          --------------------
     (iii)" therein and substituting in lieu thereof the following: ", (iii) the
     Borrower Cash Management Obligations, and (iv)"; and

          (c) amending the definition of "Guarantor Obligations" by: (i) adding
                                          ---------------------
     immediately after "with respect to any Guarantor," therein a reference to
     "(i)" and (ii) adding at the end thereof immediately prior to the period
     therein "and (ii) any Guarantor Cash Management Obligations of such
     Guarantor".

          3. Amendment of Section 3 (Grant of Security Interest). Section 3 of
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the Collateral Agreement is hereby amended by adding immediately after paragraph
(b) thereof the following:

          "(c) As of the Fourth Amendment Effective Date, each Grantor hereby
     confirms and reaffirms its grant of the security interests described in
     paragraphs (a) and (b) above; it being understood that as of the Fourth
     Amendment Effective Date, the Tranche C Term Loans have been repaid in
     full.

          (d) On the Fourth Amendment Effective Date, each Grantor pursuant
     hereto hereby assigns and transfers to the General Administrative Agent and
     hereby grants, to the General Administrative Agent, for the benefit of the
     General Administrative Agent and the Lenders (and any affiliates of any
     Lender to which Cash Management Obligations are owing), a security interest
     in all right, title and interest of such Grantor in all Collateral, whether
     now existing or hereafter acquired, as collateral security for the prompt
     and complete payment, performance, discharge and satisfaction of such
     Grantor's Cash Management Obligations.

          (e) As set forth in the separate granting clauses contained in
     paragraphs (a) and (d) above, it is the intent of each Grantor, the Lenders
     and the General Administrative Agent, that paragraphs (a) and (d) shall
     create, as of the Fourth Amendment Effective Date, separate and distinct
     Liens in favor of (x) the General Administrative Agent, for the benefit of
     the holders of the Cash Management Obligations and (y) the General
     Administrative Agent, for the benefit of the holders of the Obligations
     (other than such Obligations in respect of Cash Management Obligations).

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                                                                               3

          (f) Notwithstanding anything to the contrary contained in the Credit
     Agreement or in this Agreement, and irrespective of (i) the time, order or
     method of attachment or perfection of the security interests created by
     this Agreement; (ii) the time or order of filing or recording of financing
     statements or other documents filed or recorded to perfect security
     interests in any Collateral; (iii) anything contained in any filing or
     agreement to which the General Administrative Agent, any Lender or any
     affiliate of any Lender now or hereafter may be a party; and (iv) the rules
     for determining priority under the Uniform Commercial Code or any other law
     governing the relative priorities of secured creditors; any security
     interest in the Collateral granted to secure the Cash Management
     Obligations pursuant to this Agreement has and shall have priority to the
     extent of any unpaid Cash Management Obligations, over any security
     interest in the Collateral granted pursuant to this Agreement to secure the
     Obligations (other than such Obligations in respect of Cash Management
     Obligations).".

          4. Amendment of Section 6.5 (Application of Proceeds). Section 6.5 of
             --------------------------------------------------
the Collateral Agreement the is hereby amended by deleting the references to
"Sections 7.5 and 15.18 of the Credit Agreement" in clauses Second and Third
                                                            ------     -----
thereof and substituting in lieu thereof "Section 15.18 of the Credit
Agreement".

          5. Limited Consent and Amendment. Except as expressly amended herein,
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the Collateral Agreement shall continue to be, and shall remain, in full force
and effect. This Amendment shall not be deemed to be a waiver of, or consent to,
or a modification or amendment of, any other term or condition of the Collateral
Agreement or any other Loan Document or to prejudice any other right or rights
which the Lenders may now have or may have in the future under or in connection
with the Collateral Agreement or any of the instruments or agreements referred
to therein, as the same may be amended from time to time.

          6. Counterparts. This Amendment may be executed by one or more of the
             ------------
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

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          7. Effectiveness. This Amendment shall become effective on and as of
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the date that the Administrative Agent shall have received counterparts of this
Amendment, duly executed and delivered by a duly authorized officer of each of
the Grantors party to the Collateral Agreement.

          8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
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AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.

                                               SMTC CORPORATION
                                               HTM HOLDINGS, INC.
                                               SMTC MANUFACTURING CORPORATION OF
                                                  CALIFORNIA
                                               SMTC MANUFACTURING CORPORATION OF
                                                  COLORADO
                                               SMTC MANUFACTURING CORPORATION OF
                                                  MASSACHUSETTS
                                               SMTC MANUFACTURING CORPORATION OF
                                                  NORTH CAROLINA
                                               SMTC MANUFACTURING CORPORATION OF
                                                  TEXAS
                                               SMTC MANUFACTURING CORPORATION OF
                                                  WISCONSIN
                                               SMTC MEX HOLDINGS, INC.
                                               QUALTRON, INC.


                                               By:  /s/ Paul Walker
                                                  ------------------------------
                                                  Name: Paul Walker
                                                  Title: President and CEO


                                               LEHMAN COMMERCIAL PAPER INC., as
                                                  General Administrative Agent


                                               By:  /s/ G. Andrew Keith
                                                  ------------------------------
                                                  Name:  G. Andrew Keith
                                                  Title: Authorized Signatory