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                                                                    Exhibit 10.8

                         MANUFACTURERS' SERVICES LIMITED

                           2000 EQUITY INCENTIVE PLAN

1.       DEFINED TERMS

         Exhibit A, which is incorporated by reference, defines the terms used
in the Plan and sets forth certain operational rules related to those terms.

2.       GENERAL

         The Plan has been established to advance the interests of the Company
by giving Stock-based and other incentives to selected Employees, directors and
other persons (including both individuals and entities) who provide services to
the Company or its Affiliates.

3.       ADMINISTRATION

         The Administrator has discretionary authority, subject only to the
express provisions of the Plan, to interpret the Plan; determine eligibility for
and grant Awards; determine, modify or waive the terms and conditions of any
Award; prescribe forms, rules and procedures (which it may modify or waive); and
otherwise do all things necessary to carry out the purposes of the Plan. Once an
Award has been communicated in writing to a Participant, the Administrator may
not, without the Participant's consent, alter the terms of the Award so as to
affect adversely the Participant's rights under the Award, unless the
Administrator expressly reserved the right to do so. In the case of any Award
intended to be eligible for the performance-based compensation exception under
Section 162(m), the Administrator shall exercise its discretion consistent with
qualifying the Award for such exception.

4.       LIMITS ON AWARD UNDER THE PLAN

         1.       NUMBER OF SHARES. A maximum of (1) [_____________] shares of
                  Stock, plus (2) any shares of Stock available under the
                  Company's Existing Plan as a result of termination of options
                  under the Existing Plan, plus (3) an annual increase to be
                  added on the date of each annual meeting of the stockholders
                  of the Company, beginning with the 2000 annual meeting of the
                  stockholders, equal to one percent (1.0%) of the outstanding
                  shares of Stock on such date or such lesser amount determined
                  by the Board, may be delivered in satisfaction of Awards under
                  the Plan. The shares of Stock may be authorized, but unissued,
                  or reacquired shares of Stock. For purposes of the preceding
                  sentence, the following shares shall not be considered to have
                  been delivered under the Plan: (i) shares remaining under an
                  Award that terminates without having been exercised in full;
                  (ii) shares subject to an Award, where cash is delivered to a
                  Participant in lieu of such shares; (iii) shares of Restricted
                  Stock that have been


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                  forfeited in accordance with the terms of the applicable
                  Award; and (iv) shares held back, in satisfaction of the
                  exercise price or tax withholding requirements, from shares
                  that would otherwise have been delivered pursuant to an Award.
                  The number of shares of Stock delivered under an Award shall
                  be determined net of any previously acquired Shares tendered
                  by the Participant in payment of the exercise price or of
                  withholding taxes. A maximum of [_________] shares of Stock
                  may be issued as ISO Awards under the Plan.

         2.       TYPE OF SHARES. Stock delivered by the Company under the Plan
                  may be authorized but unissued Stock or previously issued
                  Stock acquired by the Company and held in treasury. No
                  fractional shares of Stock will be delivered under the Plan.

         3.       OPTION & SAR LIMITS. The maximum number of shares of Stock for
                  which Stock Options may be granted to any person in any
                  calendar year, the maximum number of shares of Stock subject
                  to SARs granted to any person in any calendar year and the
                  aggregate maximum number of shares of Stock subject to other
                  Awards that may be delivered to any person in any calendar
                  year shall each be 1,000,000. For purposes of the preceding
                  sentence, the repricing of a Stock Option or SAR shall be
                  treated as a new grant to the extent required under Section
                  162(m). Subject to these limitations, each person eligible to
                  participate in the Plan shall be eligible in any year to
                  receive Awards covering up to the full number of shares of
                  Stock then available for Awards under the Plan.

         4.       OTHER AWARD LIMITS. No more than $1,000,000 may be paid to any
                  individual with respect to any Cash Performance Award. In
                  applying the limitation of the preceding sentence: (A)
                  multiple Cash Performance Awards to the same individual that
                  are determined by reference to performance periods of one year
                  or less ending with or within the same fiscal year of the
                  Company shall be subject in the aggregate to one limit of such
                  amount, and (B) multiple Cash Performance Awards to the same
                  individual that are determined by reference to one or more
                  multi-year performance periods ending in the same fiscal year
                  of the Company shall be subject in the aggregate to a separate
                  limit of such amount. With respect to any Performance Award
                  other than a Cash Performance Award or a Stock Option or SAR,
                  the maximum Award opportunity shall be 1,000,000 shares of
                  Stock or their equivalent value in cash, subject to the
                  limitations of Section 4.c.

5.       ELIGIBILITY AND PARTICIPATION


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         The Administrator will select Participants from among those key
Employees, directors and other individuals or entities providing services to the
Company or its Affiliates who, in the opinion of the Administrator, are in a
position to make a significant contribution to the success of the Company and
its Affiliates. Eligibility for ISOs is further limited to those individuals
whose employment status would qualify them for the tax treatment described in
Sections 421 and 422 of the Code.

6.       RULES APPLICABLE TO AWARDS

         1.       ALL AWARDS

                  (1)      TERMS OF AWARDS. The Administrator shall determine
the terms of all Awards subject to the limitations provided herein. In the case
of an ISO, the term shall be ten (10) years from the date of grant or such
shorter term as may be provided in the Award. Moreover, in the case of an ISO
granted to a Participant who, at the time the ISO is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of capital stock of the Company or any Parent or Subsidiary, the
term of the ISO shall be five (5) years from the date of grant or such shorter
term as may be provided in the Award.

                  (2)      PERFORMANCE CRITERIA. Where rights under an Award
depend in whole or in part on satisfaction of Performance Criteria, actions by
the Company that have an effect, however material, on such Performance Criteria
or on the likelihood that they will be satisfied will not be deemed an amendment
or alteration of the Award.

                  (3)      ALTERNATIVE SETTLEMENT. The Company may at any time
extinguish rights under an Award in exchange for payment in cash, Stock (subject
to the limitations of Section 4) or other property on such terms as the
Administrator determines, provided the holder of the Award consents to such
exchange.

                  (4)      TRANSFERABILITY OF AWARDS. Except as the
Administrator otherwise expressly provides, Awards may not be transferred other
than by will or by the laws of descent and distribution, and during a
Participant's lifetime an Award requiring exercise may be exercised only by the
Participant (or in the event of the Participant's incapacity, the person or
persons legally appointed to act on the Participant's behalf).

                  (5)      VESTING, ETC. Without limiting the generality of
Section 3, the Administrator may determine the time or times at which an Award
will vest (I.E., become free of forfeiture restrictions) or become exercisable
and the terms on which an Award requiring exercise will remain exercisable.
Unless the Administrator expressly provides otherwise, immediately upon the
cessation of the Participant's employment or other service relationship with the
Company and its Affiliates an Award requiring exercise will cease to be
exercisable and all Awards to the extent not already fully vested will be
forfeited, except that:


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         (A)      all Stock Options and SARs held by a Participant immediately
                  prior to his or her death, to the extent then exercisable,
                  will remain exercisable by such Participant's executor or
                  administrator or the person or persons to whom the Stock
                  Option or SAR is transferred by will or the applicable laws of
                  descent and distribution, for the lesser of (i) a one year
                  period ending with the first anniversary of the Participant's
                  death or (ii) the period ending on the latest date on which
                  such Stock Option or SAR could have been exercised without
                  regard to this Section 6.a.(5) and shall thereupon terminate;

         (B)      all Stock Options and SARs held by the Participant immediately
                  prior to the cessation of the Participant's employment or
                  other service relationship for reasons other than death and
                  except as provided in (C) below, to the extent then
                  exercisable, will remain exercisable for the lesser of (i) a
                  period of three months or (ii) the period ending on the latest
                  date on which such Stock Option or SAR could have been
                  exercised without regard to this Section 6.a.(5), and shall
                  thereupon terminate; and

         (C)      all Stock Options and SARs held by the Participant whose
                  cessation of employment or other service relationship is
                  determined by the Administrator in its sole discretion to
                  result for reasons which cast such discredit on the
                  Participant as to justify immediate termination of the Award
                  shall immediately terminate upon such cessation.

         Unless the Administrator expressly provides otherwise, a Participant's
         "employment or other service relationship with the Company and its
         Affiliates" will be deemed to have ceased, in the case of an employee
         Participant, upon termination of the Participant's employment with the
         Company and its Affiliates (whether or not the Participant continues in
         the service of the Company or its Affiliates in some capacity other
         than that of an employee of the Company or its Affiliates), and in the
         case of any other Participant, when the service relationship in respect
         of which the Award was granted terminates (whether or not the
         Participant continues in the service of the Company or its Affiliates
         in some other capacity).

                  (6)      TAXES. The Administrator will make such provision for
the withholding of taxes as it deems necessary. The Administrator may, but need
not, hold back shares of Stock from an Award or permit a Participant to tender
previously owned shares of Stock in satisfaction of tax withholding
requirements, but not in excess of the minimum tax withholding rates applicable
to the employee.

                  (7)      DIVIDEND EQUIVALENTS, ETC. The Administrator may
provide for the payment of amounts in lieu of cash dividends or other cash
distributions with respect to Stock subject to an Award.


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                  (8)      RIGHTS LIMITED. Nothing in the Plan shall be
construed as giving any person the right to continued employment or service with
the Company or its Affiliates, or any rights as a shareholder except as to
shares of Stock actually issued under the Plan. The loss of existing or
potential profit in Awards will not constitute an element of damages in the
event of termination of employment or service for any reason, even if the
termination is in violation of an obligation of the Company or Affiliate to the
Participant.

                  (9)      SECTION 162(m). In the case of an Award intended to
be eligible for the performance-based compensation exception under Section
162(m), the Plan and such Award shall be construed to the maximum extent
permitted by law in a manner consistent with qualifying the Award for such
exception.

         2.       AWARDS REQUIRING EXERCISE

                  (1)      TIME AND MANNER OF EXERCISE. Unless the Administrator
expressly provides otherwise, (a) an Award requiring exercise by the holder will
not be deemed to have been exercised until the Administrator receives a written
notice of exercise (in form acceptable to the Administrator) signed by the
appropriate person and accompanied by any payment required under the Award; and
(b) if the Award is exercised by any person other than the Participant, the
Administrator may require satisfactory evidence that the person exercising the
Award has the right to do so.

                  (2)      EXERCISE PRICE. The Administrator shall determine the
exercise price of each Stock Option provided that each Stock Option intended to
qualify for the performance-based exception under Section 162(m) of the Code and
each ISO must have an exercise price that is not less than the fair market value
of the Stock subject to the Stock Option, determined as of the date of grant. An
ISO granted to an Employee described in Section 422(b)(6) of the Code must have
an exercise price that is not less than 110% of such fair market value.

                  (3)      PAYMENT OF EXERCISE PRICE, IF ANY. Where the exercise
of an Award is to be accompanied by payment: (a) all payments will be by cash or
check acceptable to the Administrator, or, if so permitted by the Administrator
(with the consent of the optionee of an ISO if permitted after the grant), (i)
through the delivery of shares of Stock which have been outstanding for at least
six months (unless the Administrator approves a shorter period) and which have a
fair market value equal to the exercise price, (ii) by delivery of a promissory
note of the person exercising the Award to the Company, payable on such terms as
are specified by the Administrator, (iii) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (iv) by any combination of the
foregoing permissible forms of payment; and (b) where shares of Stock issued
under an Award are part of an original issue of shares, the Award shall require
an exercise price equal to at least the par value of such shares.

                  (4)      ISOs. No ISO may be granted under the Plan after
[____],


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2010, but ISOs previously granted may extend beyond that date.

         3.       AWARDS NOT REQUIRING EXERCISE

         Awards of Restricted Stock and Unrestricted Stock may be made in return
for either (i) services determined by the Administrator to have a value not less
than the par value of the Awarded shares of Stock, or (ii) cash or other
property having a value not less than the par value of the Awarded shares of
Stock payable in such combination and type of cash, other property (of any kind)
or services as the Administrator may determine.

7.       EFFECT OF CERTAIN TRANSACTIONS

         1.       MERGERS, ETC.

         In the event of a Covered Transaction, all outstanding Awards shall
vest and if relevant become exercisable and all deferrals, other than deferrals
of amounts that are neither measured by reference to nor payable in shares of
Stock, shall be accelerated, immediately prior to the Covered Transaction and
upon consummation of such Covered Transaction all Awards then outstanding and
requiring exercise shall be forfeited unless assumed by an acquiring or
surviving entity or its affiliate as provided in the following sentence. In
connection with any Covered Transaction in which there is an acquiring or
surviving entity, the Administrator may provide for substitute or replacement
Awards from, or the assumption of Awards by, the acquiring or surviving entity
or its affiliates, any such substitution, replacement or assumption to be on
such terms as the Administrator determines.

         2.       CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE
                  STOCK

                  (1)      BASIC ADJUSTMENT PROVISIONS. In the event of a stock
dividend, stock split or combination of shares, recapitalization or other change
in the Company's capital structure, the Administrator will make appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 4.a., and will also make appropriate adjustments to the number and
kind of shares of stock or securities subject to Awards then outstanding or
subsequently granted, any exercise prices relating to Awards and any other
provision of Awards affected by such change.

                  (2)      CERTAIN OTHER ADJUSTMENTS. The Administrator may also
make adjustments of the type described in paragraph (1) above to take into
account distributions to common stockholders other than those provided for in
Section 7.a. and 7.b.(1), or any other event, if the Administrator determines
that adjustments are appropriate to avoid distortion in the operation of the
Plan and to preserve the value of Awards made hereunder; PROVIDED, that no such
adjustment shall be made to the maximum share limits described in Section 4.c.
or


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4.d., or otherwise to an Award intended to be eligible for the performance-based
exception under Section 162(m), except to the extent consistent with that
exception, nor shall any change be made to ISOs except to the extent consistent
with their continued qualification under Section 422 of the Code.

                  (3)      CONTINUING APPLICATION OF PLAN TERMS. References in
the Plan to shares of Stock shall be construed to include any stock or
securities resulting from an adjustment pursuant to Section 7.b.(1) or 7.b.(2)
above.

8.       LEGAL CONDITIONS ON DELIVERY OF STOCK

         The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove any restriction from shares of Stock
previously delivered under the Plan until the Company's counsel has approved all
legal matters in connection with the issuance and delivery of such shares; if
the outstanding Stock is at the time of delivery listed on any stock exchange or
national market system, the shares to be delivered have been listed or
authorized to be listed on such exchange or system upon official notice of
issuance; and all conditions of the Award have been satisfied or waived. If the
sale of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the Award, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act. The Company may require that
certificates evidencing Stock issued under the Plan bear an appropriate legend
reflecting any restriction on transfer applicable to such Stock.

9.       AMENDMENT AND TERMINATION

         Subject to the last sentence of Section 3, the Administrator may at any
time or times amend the Plan or any outstanding Award for any purpose which may
at the time be permitted by law, or may at any time terminate the Plan as to any
further grants of Awards; PROVIDED, that (except to the extent expressly
required or permitted by the Plan) no such amendment will, without the approval
of the stockholders of the Company, effectuate a change for which stockholder
approval is required in order for the Plan to continue to qualify under Section
422 of the Code and for Awards to be eligible for the performance-based
exception under Section 162(m).

10.      NON-LIMITATION OF THE COMPANY'S RIGHTS

         The existence of the Plan or the grant of any Award shall not in any
way affect the Company's right to Award a person bonuses or other compensation
in addition to Awards under the Plan.

11.      GOVERNING LAW


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         The Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.


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                                    EXHIBIT A

                               DEFINITION OF TERMS

         The following terms, when used in the Plan, shall have the meanings and
be subject to the provisions set forth below:

         "ADMINISTRATOR": The Board or, if one or more has been appointed, the
Committee.

         "AFFILIATE": Any corporation or other entity owning, directly or
indirectly, 50% or more of the outstanding Stock of the Company, or in which the
Company or any such corporation or other entity owns, directly or indirectly,
50% of the outstanding capital stock (determined by aggregate voting rights) or
other voting interests.

         "AWARD":  Any or a combination of the following:

                  (i) Stock Options.

                  (ii) SARs.

                  (iii) Restricted Stock.

                  (iv) Unrestricted Stock.

                  (v)  Deferred Stock.

                  (vi) Securities (other than Stock Options) that are
         convertible into or exchangeable for Stock on such terms and conditions
         as the Administrator determines.

                  (vii) Cash Performance Awards.

                  (viii)  Performance Awards.

                  (ix) Grants of cash, or loans, made in connection with other
         Awards in order to help defray in whole or in part the economic cost
         (including tax cost) of the Award to the Participant.

         "BOARD":  The Board of Directors of the Company.

         "CASH PERFORMANCE AWARD": A Performance Award payable in cash. The
right of the Company under Section 6.a.(3) to extinguish an Award in exchange
for cash or the exercise by the Company of such right shall not make an Award
otherwise not payable in cash a Cash Performance Award.


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         "CODE": The U.S. Internal Revenue Code of 1986 as from time to time
amended and in effect, or any successor statute as from time to time in effect.

         "COMMITTEE": One or more committees of the Board which in the case of
Awards granted to officers of the Company shall be comprised solely of two or
more outside directors within the meaning of Section 162(m). Any Committee may
delegate ministerial tasks to such persons (including Employees) as it deems
appropriate.

         "COMPANY": Manufacturers' Services Limited.

         "COVERED TRANSACTION": Any of (i) a consolidation or merger in which
the Company is not the surviving corporation or which results in the acquisition
of all or substantially all of the Company's then outstanding common stock by a
single person or entity or by a group of persons and/or entities acting in
concert, (ii) a sale or transfer of all or substantially all the Company's
assets, or (iii) a dissolution or liquidation of the Company.

         "DEFERRED STOCK": A promise to deliver Stock or other securities in the
future on specified terms.

         "EMPLOYEE": Any person who is employed by the Company or an Affiliate.

         "EXISTING PLAN": The Company's Second Amended and Restated
Non-Qualified Stock Option Plan.

         "ISO": A Stock Option intended to be an "incentive stock option" within
the meaning of Section 422 of the Code. No Stock Option Awarded under the Plan
will be an ISO unless the Administrator expressly provides for ISO treatment.

         "PARENT": A "parent corporation," whether now or hereafter existing, as
defined in Section 424(e) of the Code.

         "PARTICIPANT": An Employee, director or other person providing services
to the Company or its Affiliates who is granted an Award under the Plan.

         "PERFORMANCE AWARD": An Award subject to Performance Criteria. The
Committee in its discretion may grant Performance Awards that are intended to
qualify for the performance-based compensation exception under Section 162(m)
and Performance Awards that are not intended so to qualify.

         "PERFORMANCE CRITERIA": Specified criteria the satisfaction of which is
a condition for the exercisability, vesting or full enjoyment of an Award. For
purposes of Performance Awards that are intended to qualify for the
performance-based compensation exception under Section 162(m), a Performance
Criterion shall mean an objectively determinable measure of


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performance relating to any of the following (determined either on a
consolidated basis or, as the context permits, on a divisional, subsidiary, line
of business, project or geographical basis or in combinations thereof): (i)
sales; revenues; assets; expenses; earnings before or after deduction for all or
any portion of interest, taxes, depreciation, amortization or other items,
whether or not on a continuing operations or an aggregate or per share basis;
return on equity, investment, capital or assets; one or more operating ratios;
borrowing levels, leverage ratios or credit rating; market share; capital
expenditures; cash flow; stock price; stockholder return; network deployment;
sales of particular products or services; customer acquisition, expansion and
retention; or any combination of the foregoing; or (ii) acquisitions and
divestitures (in whole or in part); joint ventures and strategic alliances;
spin-offs, split-ups and the like; reorganizations; recapitalizations,
restructurings, financings (issuance of debt or equity) and refinancings;
transactions that would constitute a change of control; or any combination of
the foregoing. A Performance Criterion measure and targets with respect thereto
determined by the Administrator need not be based upon an increase, a positive
or improved result or avoidance of loss.

         "PLAN": The Manufacturers' Services Limited 2000 Equity Incentive Plan
as from time to time amended and in effect.

         "RESTRICTED STOCK": An Award of Stock subject to restrictions requiring
that such Stock be redelivered to the Company if specified conditions are not
satisfied.

         "SECTION 162(M)": Section 162(m) of the Code.

         "SARS": Rights entitling the holder upon exercise to receive cash or
Stock, as the Administrator determines, equal to a function (determined by the
Administrator using such factors as it deems appropriate) of the amount by which
the Stock has appreciated in value since the date of the Award.

         "STOCK": Common Stock of the Company, par value $ .001 per share.

         "STOCK OPTIONS": Options entitling the recipient to acquire shares of
Stock upon payment of the exercise price.

         "SUBSIDIARY": A "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.

         "UNRESTRICTED STOCK": An Award of Stock not subject to any restrictions
under the Plan.


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