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                                                                   Exhibit 10.10

                            INDEMNIFICATION AGREEMENT

         This Agreement, made and entered into this [__________ __], 2000
("Agreement"), by and between Manufacturers' Services Limited, a Delaware
corporation ("Company"), and [_____________] ("Indemnitee"):

         WHEREAS, it is reasonable, prudent and necessary for the Company to
obligate itself to indemnify, and to advance expenses on behalf of, its
directors to the fullest extent permitted by applicable law so that they will
serve or continue to serve the Company free from undue concern that they will
not be so indemnified; and

         WHEREAS, Indemnitee is willing to serve, continue to serve the Company
as a director and to take on additional service for or on its behalf on the
condition that he be so indemnified;

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

1.       SERVICES BY INDEMNITEE. Indemnitee agrees to serve as a director of the
         Company. Indemnitee may at any time and for any reason resign from such
         position (subject to any other contractual obligation or any obligation
         imposed by operation of law).

2.       INDEMNIFICATION - GENERAL. The Company shall indemnify, and advance
         Expenses (as hereinafter defined) to, Indemnitee (a) as provided in
         this Agreement and (b) (subject to the provisions of this Agreement) to
         the fullest extent permitted by applicable law in effect on the date
         hereof and as amended from time to time. The rights of Indemnitee
         provided under the preceding sentence shall include, but shall not be
         limited to, the rights set forth in the other Sections of this
         Agreement.

3.       PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
         Indemnitee shall be entitled to the rights of indemnification provided
         in this Section 3 if, by reason of his Corporate Status (as hereinafter
         defined), he is, or is threatened to be made, a party to or a
         participant in any threatened, pending or completed Proceeding (as
         hereinafter defined), other than a Proceeding by or in the right of the
         Company. Pursuant to this Section 3, Indemnitee shall be indemnified
         against all Expenses, judgments, penalties, fines and amounts paid in
         settlement (including all interest, assessments and other charges paid
         or payable in connection with or in respect of such Expenses,
         judgments, penalties, fines and amounts paid in settlement) actually
         and reasonably incurred by him or on his behalf in connection with such
         Proceeding or any claim, issue or matter therein, if he acted in good
         faith and in a manner he reasonably believed to be in or not opposed to
         the best interests of the Company and, with respect to any criminal
         Proceeding, had no reasonable cause to believe his conduct was
         unlawful.


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4.       PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall be
         entitled to the rights of indemnification provided in this Section 4
         if, by reason of his Corporate Status, he is, or is threatened to be
         made, a party to or a participant in any threatened, pending or
         completed Proceeding brought by or in the right of the Company to
         procure a judgment in its favor. Pursuant to this Section, Indemnitee
         shall be indemnified against all Expenses (including all interest,
         assessments and other charges paid or payable in connection with or in
         respect of such Expenses) actually and reasonably incurred by him or on
         his behalf in connection with such Proceeding if he acted in good faith
         and in a manner he reasonably believed to be in or not opposed to the
         best interests of the Company; PROVIDED, HOWEVER, that indemnification
         against such Expenses shall be made in respect of any claim, issue or
         matter in such Proceeding as to which Indemnitee shall have been
         adjudged to be liable to the Company if and only to the extent that the
         Court of Chancery of the State of Delaware, or the court in which such
         Proceeding shall have been brought or is pending, shall determine that
         such indemnification may be made.

5.       PARTIAL INDEMNIFICATION. Notwithstanding any other provision of this
         Agreement, to the extent that Indemnitee is, by reason of his Corporate
         Status, a party to (or a participant in) and is successful, on the
         merits or otherwise, in defense of any Proceeding, he shall be
         indemnified against all Expenses actually and reasonably incurred by
         him or on his behalf in connection therewith. If Indemnitee is not
         wholly successful in defense of such Proceeding but is successful, on
         the merits or otherwise, as to one or more but less than all claims,
         issues or matters in such Proceeding, the Company shall indemnify
         Indemnitee against all Expenses actually and reasonably incurred by him
         or on his behalf in connection with each successfully resolved claim,
         issue or matter. For purposes of this Section and without limitation,
         the termination of any claim, issue or matter in such a Proceeding by
         dismissal, with or without prejudice, shall be deemed to be a
         successful result as to such claim, issue or matter. If Indemnitee is
         entitled under any provision of this agreement to indemnification by
         the Company for some or a portion of the Expenses, judgments,
         penalties, fines and amounts paid in settlement (including all
         interest, assessments and other charges paid or payable in connection
         with or in respect of such Expenses, judgments, penalties, fines and
         amounts paid in settlement) actually and reasonably incurred by him or
         on his behalf in connection with such Proceeding or any claim, issue or
         matter therein, but not, however, for the total amount thereof, the
         Company shall nevertheless indemnify Indemnitee for the portion to
         which the Indemnitee is entitled.

6.       INDEMNIFICATION FOR ADDITIONAL EXPENSES.

         1.       The Company shall indemnify Indemnitee against any and all
                  Expenses and, if requested by Indemnitee, shall (within seven
                  (7) business days of such request) advance such Expenses to
                  Indemnitee, which are incurred by Indemnitee in connection
                  with any action brought by Indemnitee for (i) indemnification
                  or

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                  advance payment of Expenses by the Company under this
                  Agreement or any other agreement or by-law of the Company
                  now or hereafter in effect; or (ii) recovery under any
                  directors' and officers' liability insurance policies
                  maintained by the Company, regardless of whether Indemnitee
                  ultimately is determined to be entitled to such
                  indemnification, advance expense payment or insurance
                  recovery, as the case may be.

         2.       Notwithstanding any other provision of this Agreement, to the
                  extent that Indemnitee is, by reason of his Corporate Status,
                  a witness in any Proceeding to which Indemnitee is not a
                  party, he shall be indemnified against all Expenses actually
                  and reasonably incurred by him or on his behalf in connection
                  therewith.

7.       ADVANCEMENT OF EXPENSES. The Company shall advance all reasonable
         Expenses incurred by or on behalf of Indemnitee in connection with
         any Proceeding within seven (7) days after the receipt by the
         Company of a statement or statements from Indemnitee requesting such
         advance or advances from time to time, whether prior to or after
         final disposition of such Proceeding. Such statement or statements
         shall reasonably evidence the Expenses incurred by Indemnitee and
         shall include or be preceded or accompanied by an undertaking by or
         on behalf of Indemnitee to repay any Expenses advanced if it shall
         ultimately be determined that Indemnitee is not entitled to be
         indemnified against such Expenses. Notwithstanding the foregoing,
         the obligation of the Company to advance Expenses pursuant to this
         Section 7 shall be subject to the condition that, if, when and to
         the extent that the Company determines that Indemnitee would not be
         permitted to be indemnified under applicable law, the Company shall
         be entitled to be reimbursed, within thirty (30) days of such
         determination, by Indemnitee (who hereby agrees to reimburse the
         Company) for all such amounts theretofore paid; PROVIDED, HOWEVER,
         that if Indemnitee has commenced or thereafter commences legal
         proceedings in a court of competent jurisdiction to secure a
         determination that Indemnitee should be indemnified under applicable
         law, any determination made by the Company that Indemnitee would not
         be permitted to be indemnified under applicable law shall not be
         binding and Indemnitee shall not be required to reimburse the
         Company for any advance of Expenses until a final judicial
         determination is made with respect thereto (as to which all rights
         of appeal therefrom have been exhausted or lapsed).

8.       PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

         1.       To obtain indemnification under this Agreement, Indemnitee
                  shall submit to the Company a written request, including
                  therein or therewith such documentation and information as is
                  reasonably available to Indemnitee and is reasonably necessary
                  to determine whether and to what extent Indemnitee is entitled
                  to indemnification. The Secretary of the Company shall,
                  promptly upon receipt of such a request for indemnification,
                  advise the Board in writing that Indemnitee


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                  has requested indemnification.

         2.       Upon written request by Indemnitee for indemnification
                  pursuant to the first sentence of Section 8(a) hereof, a
                  determination, if required by applicable law, with respect to
                  Indemnitee's entitlement thereto shall be made in the specific
                  case: (i) if a Change in Control (as hereinafter defined)
                  shall have occurred, by Independent Counsel (as hereinafter
                  defined) in a written opinion to the Board of Directors, a
                  copy of which shall be delivered to Indemnitee; or (ii) if a
                  Change of Control shall not have occurred, (A) by a majority
                  vote of the Disinterested Directors (as hereinafter defined),
                  even though less than a quorum of the Board, or (B) if there
                  are no such Disinterested Directors or, if such Disinterested
                  Directors so direct, by Independent Counsel in a written
                  opinion to the Board, a copy of which shall be delivered to
                  Indemnitee or (C) if so directed by the Board, by the
                  stockholders of the Company; and, if it is so determined that
                  Indemnitee is entitled to indemnification, payment to
                  Indemnitee shall be made within seven (7) days after such
                  determination. The Company and the Indemnitee shall each
                  cooperate with the person, persons or entity making such
                  determination with respect to Indemnitee's entitlement to
                  indemnification, including providing to such person, persons
                  or entity upon reasonable advance request any documentation or
                  information which is not privileged or otherwise protected
                  from disclosure and which is reasonably available to
                  Indemnitee and reasonably necessary to such determination. Any
                  costs or expenses (including attorneys' fees and
                  disbursements) incurred by Indemnitee in so cooperating with
                  the person, persons or entity making such determination shall
                  be borne by the Company (irrespective of the determination as
                  to Indemnitee's entitlement to indemnification), and the
                  Company hereby indemnifies and agrees to hold Indemnitee
                  harmless therefrom.

         3.       In the event the determination of entitlement to
                  indemnification is to be made by Independent Counsel pursuant
                  to Section 8(b) hereof, the Independent Counsel shall be
                  selected as provided in this Section 8(c). If a Change of
                  Control shall not have occurred, the Independent Counsel shall
                  be selected by the Board of Directors, and the Company shall
                  give written notice to Indemnitee advising him of the identity
                  of the Independent Counsel so selected. If a Change of Control
                  shall have occurred, the Independent Counsel shall be selected
                  by Indemnitee (unless Indemnitee shall request that such
                  selection be made by the Board of Directors, in which event
                  the preceding sentence shall apply), and Indemnitee shall give
                  written notice to the Company advising it of the identity of
                  the Independent Counsel so selected. In either event,
                  Indemnitee or the Company, as the case may be, may, within 10
                  days after such written notice of selection shall have been
                  given, deliver to the Company or to Indemnitee, as the case
                  may be, a written objection to such selection; PROVIDED,
                  HOWEVER, that such objection may be asserted only on the
                  ground that the Independent Counsel so


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                  selected does not meet the requirements of "Independent
                  Counsel" as defined in Section 17 of this Agreement, and the
                  objection shall set forth with particularity the factual basis
                  of such assertion. If such written objection is so made and
                  substantiated, the Independent Counsel so selected may not
                  serve as Independent Counsel unless and until such objection
                  is withdrawn or a court has determined that such objection is
                  without merit. If, within 20 days after submission by
                  Indemnitee of a written request for indemnification pursuant
                  to Section 8(a) hereof, no Independent Counsel shall have been
                  selected and not objected to, either the Company or Indemnitee
                  may petition the Court of Chancery of the State of Delaware
                  for resolution of any objection which shall have been made by
                  the Company or Indemnitee to the other's selection of
                  Independent Counsel and/or for the appointment as Independent
                  Counsel of a person selected by the Court or by such other
                  person as the Court shall designate, and the person with
                  respect to whom all objections are so resolved or the person
                  so appointed shall act as Independent Counsel under Section
                  8(b) hereof. The Company shall pay any and all reasonable fees
                  and expenses of Independent Counsel incurred by such
                  Independent Counsel in connection with acting pursuant to
                  Section 8(b) hereof, and the Company shall pay all reasonable
                  fees and expenses incident to the procedures of this Section
                  8(c), regardless of the manner in which such Independent
                  Counsel was selected or appointed, and if such Independent
                  Counsel was selected or appointed by the Indemnitee or the
                  Court, shall provide such Independent Counsel with such
                  retainer as may requested by such counsel. Upon the due
                  commencement of any judicial proceeding or arbitration
                  pursuant to Section 10(a)(iii) of this Agreement, Independent
                  Counsel shall be discharged and relieved of any further
                  responsibility in such capacity (subject to the applicable
                  standards of professional conduct then prevailing).

         4.       The Company shall not be required to obtain the consent of the
                  Indemnitee to the settlement of any Proceeding which the
                  Company has undertaken to defend if the Company assumes full
                  and sole responsibility for such settlement and the settlement
                  grants the Indemnitee a complete and unqualified release in
                  respect of the potential liability. The Company shall not be
                  liable for any amount paid by the Indemnitee in settlement of
                  any Proceeding that is not defended by the Company, unless the
                  Company has consented to such settlement, which consent shall
                  not be unreasonably withheld.

9.       PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

         1.       In making a determination with respect to entitlement to
                  indemnification or the advancement of expenses hereunder, the
                  person or persons or entity making such determination shall
                  presume that Indemnitee is entitled to indemnification or
                  advancement of expenses under this Agreement if Indemnitee has
                  submitted a request for indemnification or the advancement of
                  expenses in accordance with


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                  Section 8(a) of this Agreement, and the Company shall have the
                  burden of proof to overcome that presumption in connection
                  with the making by any person, persons or entity of any
                  determination contrary to that presumption. Neither the
                  failure of the Company (including its board of directors or
                  independent legal counsel) to have made a determination prior
                  to the commencement of any action pursuant to this Agreement
                  that indemnification is proper in the circumstances because
                  Indemnitee has met the applicable standard of conduct, nor an
                  actual determination by the Company (including its board of
                  directors or independent legal counsel) that Indemnitee has
                  not met such applicable standard of conduct, shall be a
                  defense to the action or create a presumption that Indemnitee
                  has not met the applicable standard of conduct.

         2.       If the person, persons or entity empowered or selected under
                  Section 8 of this Agreement to determine whether Indemnitee is
                  entitled to indemnification shall not have made a
                  determination within sixty (60) days after receipt by the
                  Company of the request therefor, the requisite determination
                  of entitlement to indemnification shall be deemed to have been
                  made and Indemnitee shall be entitled to such indemnification,
                  absent (i) a misstatement by Indemnitee of a material fact, or
                  an omission of a material fact necessary to make Indemnitee's
                  statement not materially misleading, in connection with the
                  request for indemnification, or (ii) a prohibition of such
                  indemnification under applicable law; PROVIDED, HOWEVER, that
                  such 60-day period may be extended for a reasonable time, not
                  to exceed an additional thirty (30) days, if the person,
                  persons or entity making the determination with respect to
                  entitlement to indemnification in good faith requires such
                  additional time for the obtaining or evaluating of
                  documentation and/or information relating thereto; and
                  provided, further, that the foregoing provisions of this
                  Section 9(b) shall not apply (i) if the determination of
                  entitlement to indemnification is to be made by the
                  stockholders pursuant to Section 8(b) of this Agreement and if
                  (A) within fifteen (15) days after receipt by the Company of
                  the request for such determination the Board of Directors has
                  resolved to submit such determination to the stockholders for
                  their consideration at an annual meeting thereof to be held
                  within seventy-five (75) days after such receipt and such
                  determination is made thereat, or (B) a special meeting of
                  stockholders is called within fifteen (15) days after such
                  receipt for the purpose of making such determination, such
                  meeting is held for such purpose within sixty (60) days after
                  having been so called and such determination is made thereat,
                  or (ii) if the determination of entitlement to indemnification
                  is to be made by Independent Counsel pursuant to Section 8(b)
                  of this Agreement.

         3.       The termination of any Proceeding or of any claim, issue or
                  matter therein, by judgment, order, settlement or conviction,
                  or upon a plea of NOLO CONTENDERE or its equivalent, shall not
                  (except as otherwise expressly provided in this


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                  Agreement) of itself adversely affect the right of Indemnitee
                  to indemnification or create a presumption that Indemnitee did
                  not act in good faith and in a manner which he reasonably
                  believed to be in or not opposed to the best interests of the
                  Company or, with respect to any criminal Proceeding, that
                  Indemnitee had reasonable cause to believe that his conduct
                  was unlawful.

         4.       RELIANCE AS SAFE HARBOR. For purposes of any determination of
                  Good Faith, Indemnitee shall be deemed to have acted in Good
                  Faith if Indemnitee's action is based on the records or books
                  of account of the Company or relevant enterprise, including
                  financial statements, or on information supplied to Indemnitee
                  by the officers of the Company or relevant enterprise in the
                  course of their duties, or on the advice of legal counsel for
                  the Company or relevant enterprise or on information or
                  records given in reports made to the Company or relevant
                  enterprise by an independent certified public accountant or by
                  an appraiser or other expert selected with reasonable care by
                  the Company or relevant enterprise. The provisions of this
                  Section 9(d) shall not be deemed to be exclusive or to limit
                  in any way the other circumstances in which the Indemnitee may
                  be deemed to have met the applicable standard of conduct set
                  forth in this Agreement.

         5.       ACTIONS OF OTHERS. The knowledge and/or actions, or failure to
                  act, of any director, officer, agent or employee of the
                  Company or relevant enterprise shall not be imputed to
                  Indemnitee for purposes of determining the right to
                  indemnification under this Agreement.

10.      REMEDIES OF INDEMNITEE.

         1.       In the event that (i) a determination is made pursuant to
                  Section 8 of this Agreement that Indemnitee is not entitled to
                  indemnification under this Agreement, (ii) advancement of
                  Expenses is not timely made pursuant to Section 7 of this
                  Agreement, (iii) no determination of entitlement to
                  indemnification shall have been made pursuant to Section 8(b)
                  of this Agreement within 90 days after receipt by the Company
                  of the request for indemnification, (iv) payment of
                  indemnification is not made pursuant to Section 5 or 6 of this
                  Agreement within ten (10) days after receipt by the Company of
                  a written request therefor, or (v) payment of indemnification
                  is not made within ten (10) days after a determination has
                  been made that Indemnitee is entitled to indemnification,
                  Indemnitee shall be entitled to an adjudication by the Court
                  of Chancery of the State of Delaware, or any other court of
                  competent jurisdiction, of his entitlement to such
                  indemnification or advancement of Expenses. Alternatively,
                  Indemnitee, at his option, may seek an award in arbitration to
                  be conducted by a single arbitrator pursuant to the Commercial
                  Arbitration Rules of the American Arbitration Association.


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         2.       In the event that a determination shall have been made
                  pursuant to Section 8(b) of this Agreement that Indemnitee is
                  not entitled to indemnification, any judicial proceeding or
                  arbitration commenced pursuant to this Section 10 shall be
                  conducted in all respects as a DE NOVO trial, or arbitration,
                  on the merits and Indemnitee shall not be prejudiced by reason
                  of that adverse determination. If a Change of Control shall
                  have occurred, in any judicial proceeding or arbitration
                  commenced pursuant to this Section 10, the Company shall have
                  the burden of proving that Indemnitee is not entitled to
                  indemnification or advancement of Expenses, as the case may
                  be.

         3.       If a determination shall have been made pursuant to Section
                  8(b) of this Agreement that Indemnitee is entitled to
                  indemnification, the Company shall be bound by such
                  determination in any judicial proceeding or arbitration
                  commenced pursuant to this Section 10, absent (i) a
                  misstatement by Indemnitee of a material fact, or an omission
                  of a material fact necessary to make Indemnitee's statement
                  not materially misleading in connection with the request for
                  indemnification, or (ii) a prohibition of such indemnification
                  under applicable law.

         4.       In the event that Indemnitee, pursuant to this Section 10,
                  seeks a judicial adjudication of or an award in arbitration to
                  enforce his rights under, or to recover damages for breach of,
                  this Agreement, Indemnitee shall be entitled to recover from
                  the Company, and shall be indemnified by the Company against,
                  any and all expenses (of the types described in the definition
                  of Expenses in Section 17 of this Agreement) actually and
                  reasonably incurred by him in such judicial adjudication or
                  arbitration, but only if he prevails therein. If it shall be
                  determined in said judicial adjudication or arbitration that
                  Indemnitee is entitled to receive part but not all of the
                  indemnification or advancement of expenses sought, the
                  expenses incurred by Indemnitee in connection with such
                  judicial adjudication or arbitration shall be appropriately
                  prorated. The Company shall indemnify Indemnitee against any
                  and all Expenses and, if requested by Indemnitee, shall
                  (within ten (10) days after receipt by the Company of a
                  written request therefor) advance such expenses to Indemnitee,
                  which are incurred by Indemnitee in connection with any action
                  brought by Indemnitee for indemnification or advance of
                  Expenses from the Company under this Agreement or under any
                  directors' or officers' liability insurance policies
                  maintained by the Company, regardless of whether Indemnitee
                  ultimately is determined to be entitled to such
                  indemnification, advancement of Expenses or insurance
                  recovery, as the case may be.

         5.       The Company shall be precluded from asserting in any judicial
                  proceeding or arbitration commenced pursuant to this Section
                  10 that the procedures and


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                  presumptions of this Agreement are not valid, binding and
                  enforceable and shall stipulate in any such court or before
                  any such arbitrator that the Company is bound by all the
                  provisions of this Agreement.

11.      NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

         1.       The rights of indemnification and to receive advancement of
                  Expenses as provided by this Agreement shall not be deemed
                  exclusive of any other rights to which Indemnitee may at any
                  time be entitled under applicable law, the Certificate of
                  Incorporation, the By-Laws, any agreement, a vote of
                  stockholders or a resolution of directors, or otherwise. No
                  amendment, alteration or repeal of this Agreement or of any
                  provision hereof shall limit or restrict any right of
                  Indemnitee under this Agreement in respect of any action taken
                  or omitted by such Indemnitee in his Corporate Status prior to
                  such amendment, alteration or repeal. To the extent that a
                  change in the General Corporation Law of the State of
                  Delaware, whether by statute or judicial decision, permits
                  greater indemnification or advancement of Expenses than would
                  be afforded currently under the Company's By-Laws and this
                  Agreement, it is the intent of the parties hereto that
                  Indemnitee shall enjoy by this Agreement the greater benefits
                  so afforded by such change. No right or remedy herein
                  conferred is intended to be exclusive of any other right or
                  remedy, and every other right and remedy shall be cumulative
                  and in addition to every other right and remedy given
                  hereunder or now or hereafter existing at law or in equity or
                  otherwise. The assertion or employment of any right or remedy
                  hereunder, or otherwise, shall not prevent the concurrent
                  assertion or employment of any other right or remedy.

         2.       To the extent that the Company maintains an insurance policy
                  or policies providing liability insurance for directors,
                  officers, employees or agents of the Company or of any other
                  corporation, partnership, joint venture, trust, employee
                  benefit plan or other enterprise which such person serves at
                  the request of the Company, Indemnitee shall be covered by
                  such policy or policies in accordance with its or their terms
                  to the maximum extent of the coverage available for any such
                  director, officer, employee or agent under such policy or
                  policies.

         3.       In the event of any payment under this Agreement, the Company
                  shall be subrogated to the extent of such payment to all of
                  the rights of recovery of Indemnitee, who shall execute all
                  papers required and take all action necessary to secure such
                  rights, including execution of such documents as are necessary
                  to enable the Company to bring suit or enforce such rights.

         4.       The Company shall not be liable under this Agreement to make
                  any payment of


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                  amounts otherwise indemnifiable hereunder if and to the extent
                  that Indemnitee has otherwise actually received such payment
                  under any insurance policy, contract, agreement or otherwise.

         5.       The Company's obligation to indemnify or advance expenses
                  hereunder to Indemnitee who is or was serving at the request
                  of the Company as a director, officer, employee or agent of
                  any other corporation, partnership, joint venture, trust,
                  employee benefit plan or other enterprise shall be reduced by
                  any amount Indemnitee has actually received as indemnification
                  or advancement of expenses from such other corporation,
                  partnership, joint venture, trust, employee benefit plan or
                  other enterprise.

12.      DURATION OF AGREEMENT.

         1.       This Agreement shall continue until and terminate upon the
                  later of: (a) 10 years after the date that Indemnitee shall
                  have ceased to serve as a director of the Company (or of any
                  other corporation, partnership, joint venture, trust, employee
                  benefit plan or other enterprise which Indemnitee served at
                  the request of the Company); or (b) the final termination of
                  any Proceeding then pending in respect of which Indemnitee is
                  granted rights of indemnification or advancement of expenses
                  hereunder and of any proceeding commenced by Indemnitee
                  pursuant to Section 10 of this Agreement relating thereto.

         2.       This Agreement shall not be deemed an employment contract
                  between the Company (or any of its subsidiaries) and
                  Indemnitee. Indemnitee specifically acknowledges that
                  Indemnitee's employment with the Company (or any of its
                  subsidiaries), if any, is at will, and the Indemnitee may be
                  discharged at any time for any reason, with or without cause,
                  except as may be otherwise provided in any written employment
                  contract between Indemnitee and the Company (or any of its
                  subsidiaries), other applicable formal severance policies duly
                  adopted by the Board, or, with respect to service as a
                  director or officer of the Company, by the Company's
                  Certificate of Incorporation, By-laws, and the General
                  Corporation Law of the State of Delaware. The foregoing
                  notwithstanding, this Agreement shall continue in force as
                  provided above after Indemnitee has ceased to serve as a
                  director of the Company.

         3.       This Agreement shall be binding upon the Company and its
                  successors and assigns and shall inure to the benefit of
                  Indemnitee and his heirs, executors and administrators.

13.      SEVERABILITY. If any provision or provisions of this Agreement shall be
         held to be invalid, illegal or unenforceable for any reason whatsoever:
         (a) the validity, legality and enforceability of the remaining
         provisions of this Agreement (including without limitation, each
         portion of any Section of this Agreement containing any such provision


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         held to be invalid, illegal or unenforceable, that is not itself
         invalid, illegal or unenforceable) shall not in any way be affected or
         impaired thereby; (b) such provision or provisions shall be deemed
         reformed to the extent necessary to conform to applicable law and to
         give the maximum effect to the intent of the parties hereto; and (c) to
         the fullest extent possible, the provisions of this Agreement
         (including, without limitation, each portion of any Section of this
         Agreement containing any such provision held to be invalid, illegal or
         unenforceable, that is not itself invalid, illegal or unenforceable)
         shall be construed so as to give effect to the intent manifested
         thereby.

14.      EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.
         Except as provided in Section 6(a) of this Agreement, Indemnitee shall
         not be entitled to indemnification or advancement of Expenses under
         this Agreement with respect to any Proceeding brought by Indemnitee
         (other than a Proceeding by Indemnitee to enforce his rights under this
         Agreement), or any claim therein, unless the bringing of such
         Proceeding or making of such claim shall have been approved by the
         Board of Directors.

15.      IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more
         counterparts, each of which shall for all purposes be deemed to be an
         original but all of which together shall constitute one and the same
         Agreement. Only one such counterpart signed by the party against whom
         enforceability is sought needs to be produced to evidence the existence
         of this Agreement.

16.      HEADINGS. The headings of the paragraphs of this Agreement are inserted
         for convenience only and shall not be deemed to constitute part of this
         Agreement or to affect the construction thereof.

17.      DEFINITIONS.  For purposes of this Agreement:

         1.       "Change in Control" shall have the meaning set forth on
                  Exhibit A.

         2.       "Corporate Status" describes the status of a person who is or
                  was a director, officer, employee, fiduciary or agent of the
                  Company or of any other corporation, partnership, joint
                  venture, trust, employee benefit plan or other enterprise
                  which such person is or was serving at the request of the
                  Company.

         3.       "Disinterested Director" means a director of the company who
                  is not and was not a party to the Proceeding in respect of
                  which indemnification is sought by Indemnitee.

         4.       "Effective Date" means [_________ __], 2000.

         5.       "Expenses" shall include all reasonable attorneys' fees,
                  retainers, court costs,


                                       11
<PAGE>

                  transcript costs, fees of experts, witness fees, travel
                  expenses, duplicating costs, printing and binding costs,
                  telephone charges, postage, delivery service fees, and all
                  other disbursements or expenses of the types customarily
                  incurred in connection with prosecuting, defending, preparing
                  to prosecute or defend, investigating, being or preparing to
                  be a witness, in, or otherwise participating in, a Proceeding.

         6.       "Independent Counsel" means a law firm, or a member of a law
                  firm, that is experienced in matters of corporation law and
                  neither presently is, nor in the past five years has been,
                  retained to represent: (i) the Company or Indemnitee in any
                  matter material to either such party, or (ii) any other party
                  to the Proceeding giving rise to a claim for indemnification
                  hereunder. Notwithstanding the foregoing, the term
                  "Independent Counsel" shall not include any person who, under
                  the applicable standards of professional conduct then
                  prevailing, would have a conflict of interest in representing
                  either the Company or Indemnitee in an action to determine
                  Indemnitee's rights under this Agreement. The Company agrees
                  to pay the reasonable fees of the Independent Counsel referred
                  to above and to fully indemnify such counsel against any and
                  all Expenses, claims, liabilities and damages arising out of
                  or relating to this Agreement or its engagement pursuant
                  hereto.

         7.       "Proceeding" includes any threatened, pending or completed
                  action, suit, arbitration, alternate dispute resolution
                  mechanism, investigation, inquiry, administrative hearing or
                  any other actual, threatened or completed proceeding, whether
                  brought by or in the right of the Corporation or otherwise and
                  whether civil, criminal, administrative or investigative, in
                  which Indemnitee was, is, may be or will be involved as a
                  party or otherwise, by reason of the fact that Indemnitee is
                  or was a director or officer of the Company, by reason of any
                  action taken by him or of any inaction on his part while
                  acting as director or officer of the Company, or by reason of
                  the fact that he is or was serving at the request of the
                  Company as a director, officer, employee or agent of another
                  corporation, partnership, joint venture, trust or other
                  enterprise; in each case whether or not he is acting or
                  serving in any such capacity at the time any liability or
                  expense is incurred for which indemnification or advancement
                  of expenses can be provided under this Agreement; except one
                  (i) initiated by an Indemnitee pursuant to Section 10 of this
                  Agreement to enforce his right under this Agreement or (ii)
                  pending on or before the Effective Date.

18.      ENFORCEMENT.

         1.       The Company expressly confirms and agrees that it has entered
                  into this Agreement and assumed the obligations imposed on it
                  hereby in order to induce Indemnitee to serve as a director
                  and/or officer of the Company, and the


                                       12
<PAGE>

                  Company acknowledges that Indemnitee is relying upon this
                  Agreement in serving as a director and/or officer of the
                  Company.

         2.       This Agreement constitutes the entire agreement between the
                  parties hereto with respect to the subject matter hereof and
                  supersedes all prior agreements and understandings, oral,
                  written and implied, between the parties hereto with respect
                  to the subject matter hereof.

19.      MODIFICATION AND WAIVER. No supplement, modification or amendment of
         this Agreement shall be binding unless executed in writing by both of
         the parties hereto. No waiver of any of the provisions of this
         Agreement shall be deemed or shall constitute a waiver of any other
         provisions hereof (whether or not similar) nor shall such waiver
         constitute a continuing waiver.

20.      NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify the Company
         in writing upon being served with any summons, citation, subpoena,
         complaint, indictment, information or other document relating to any
         Proceeding or matter which may be subject to indemnification or
         advancement of Expenses covered hereunder. The failure of Indemnitee to
         so notify the Company shall not relieve the Company of any obligation
         which it may have to the Indemnitee under this Agreement or otherwise.

21.      NOTICES. All notices, requests, demands or other communications
         hereunder shall be in writing and shall be deemed to have been duly
         given if (i) delivered by hand and receipted for by the party to whom
         said notice or other communication shall have been direct, or (ii)
         mailed by certified or registered mail with postage prepaid, on the
         third business day after the date on which it is so mailed:

         1.       If to Indemnitee to:

                           [DIRECTOR NAME]
                           [ADDRESS]

         2.       If to the Company to:

                           300 Baker Avenue, Suite 106
                           Concord, Massachusetts 01742
                           Attention: General Counsel

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

22.      CONTRIBUTION. To the fullest extent permissible under applicable law,
         if the indemnification provided for in this Agreement is unavailable to
         Indemnitee for any


                                       13
<PAGE>

         reason whatsoever, the Company, in lieu of indemnifying Indemnitee,
         shall contribute to the amount incurred by Indemnitee, whether for
         judgments, fines, penalties, excise taxes, amounts paid or to be paid
         in settlement and/or for Expenses, in connection with any claim
         relating to an indemnifiable event under this Agreement, in such
         proportion as is deemed fair and reasonable in light of all of the
         circumstances of such Proceeding in order to reflect (i) the relative
         benefits received by the Company and Indemnitee as a result of the
         event(s) and/or transaction(s) giving cause to such Proceeding; and/or
         (ii) the relative fault of the Company (and its directors, officers,
         employees and agents) and Indemnitee in connection with such event(s)
         and/or transaction(s).

23.      GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR
         SERVICE OF PROCESS. This Agreement and the legal relations among the
         parties shall be governed by, and construed and enforced in accordance
         with, the laws of the State of Delaware, without regard to its conflict
         of laws rules. Except with respect to any arbitration commenced by
         Indemnitee pursuant to Section 10(a) of this Agreement, the Company and
         Indemnitee hereby irrevocably and unconditionally (i) agree that any
         action or proceeding arising out of or in connection with this
         Agreement shall be brought only in the Chancery Court of the State of
         Delaware (the "Delaware Court"), and not in any other state or federal
         court in the United States of America or any court in any other
         country, (ii) consent to submit to the exclusive jurisdiction of the
         Delaware Court for purposes of any action or proceeding arising out of
         or in connection with this Agreement, (iii) appoint, to the extent such
         party is not a resident of the State of Delaware, irrevocably
         [_______________] as its agent in the State of Delaware for acceptance
         of legal process in connection with any such action or proceeding
         against such party with the same legal force and validity as if served
         upon such party personally within the State of Delaware, (iv) waive any
         objection to the laying of venue of any such action or proceeding in
         the Delaware Court, and (v) waive, and agree not to plead or to make,
         any claim that any such action or proceeding brought in the Delaware
         Court has been brought in an improper or otherwise inconvenient forum.

24.      MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include
         usage of the feminine pronoun where appropriate.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

ATTEST:                                  MANUFACTURERS' SERVICES LIMITED


                                         By:
---------------------------------        ---------------------------------------
Name:                                    Name:
                                         Title:

ATTEST:                                  INDEMNITEE


---------------------------------        ---------------------------------------
Name:                                    Name:


                                       15
<PAGE>

                                    EXHIBIT A

         CHANGE OF CONTROL. For the purposes of this Agreement, a "Change of
Control" means:

                  1.       The acquisition by any person, corporation,
                           partnership, limited liability company or other
                           entity (a "Person", which term shall include a group
                           within the meaning of section 13(d) of the Securities
                           Exchange Act of 1934 (the "Exchange Act")) of
                           ultimate beneficial ownership (within the meaning of
                           Rule 13d-3 promulgated under the Exchange Act),
                           directly or indirectly of 30% or more of either (i)
                           the then outstanding shares of common stock of the
                           Company (the "Outstanding Company Common Stock") or
                           (ii) the combined voting power of the then
                           outstanding voting securities of the Company entitled
                           to vote generally in the election of directors (the
                           "Outstanding Company Voting Securities"); provided,
                           however, that for purposes of this subsection (a),
                           the following acquisitions shall not constitute a
                           Change of Control: (i) any such acquisition directly
                           from the Company, except for acquisition of
                           securities upon conversion of other securities of the
                           Company (ii) any such acquisition by the Company,
                           (iii) any such acquisition by any employee benefit
                           plan (or related trust) sponsored or maintained by
                           the Company or any corporation controlled by the
                           Company or (iv) any such acquisition by any
                           corporation pursuant to a transaction which complies
                           with clauses (i), (ii) and (iii) of subsection (c) of
                           this Exhibit A; or

                  2.       Individuals who, as of the date hereof, constitute
                           the Board (the "Incumbent Board") cease for any
                           reason to constitute at least a majority of the
                           Board; provided, however, that any individual
                           becoming a director subsequent to the date hereof
                           whose election, or nomination for election, by the
                           Company's shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board shall be considered as though such
                           individual were a member of the Incumbent Board, but
                           excluding, for this purpose, any such individual
                           whose initial assumption of office occurs as a result
                           of an actual or threatened election contest with
                           respect to the election or removal of directors or
                           other actual or threatened solicitation of proxies or
                           consents by or on behalf of a Person other than the
                           Board; or

                  3.       Consummation of a reorganization, merger or
                           consolidation or sale or other disposition of all or
                           substantially all of the assets of the Company in one
                           or a series of transactions (a "Business
                           Combination"), in each case, unless, following such
                           Business Combination, (i) all or substantially all of
                           the individuals and entities who were the beneficial


                                       16
<PAGE>

                           owners, respectively, of the Outstanding Company
                           Common Stock and Outstanding Company Voting
                           Securities immediately prior to such Business
                           Combination beneficially own, directly or indirectly,
                           immediately following such Business Combination more
                           than 50% of, respectively, the outstanding shares of
                           common stock and the combined voting power of the
                           then outstanding voting securities entitled to vote
                           generally in the election of directors, as the case
                           may be, of the corporation resulting from such
                           Business Combination (including, without limitation,
                           a corporation which as a result of such transaction
                           owns the Company or all or substantially all of the
                           Company's assets either directly or through one or
                           more subsidiaries) in substantially the same
                           proportions as their ownership, immediately prior to
                           such Business Combination of the Outstanding Company
                           Common Stock and outstanding Company Voting
                           Securities, as the case may be, (ii) no Person
                           (excluding any corporation resulting from such
                           Business Combination or any employee benefit plan (or
                           related trust) of the Company or such corporation
                           resulting from such Business Combination) ultimately
                           beneficially owns, directly or indirectly, 30% or
                           more of, respectively, the then outstanding shares of
                           common stock of the corporation resulting from such
                           Business Combination or the combined voting power of
                           the then outstanding voting securities of such
                           corporation except to the extent that such ownership
                           existed prior to the Business Combination and (iii)
                           at least a majority of the members of the board of
                           directors of the corporation resulting from such
                           Business Combination were members of the Incumbent
                           Board at the time of the execution of the initial
                           agreement, or of the action of the Board, providing
                           for such Business Combination; or

                  4.       Approval by the shareholders of the Company of a
                           complete liquidation or dissolution of the Company.


                                       17