<PAGE>

                                                                     Exhibit 4.7

                              AMENDED AND RESTATED

                             STOCKHOLDERS AGREEMENT

                                   dated as of

                                  June __, 2000

                                  by and among

                        MANUFACTURERS' SERVICES LIMITED,

                               THE DLJMB ENTITIES,

                             THE MEZZANINE HOLDERS,

                                 CERTAIN TRUSTS,

                                 KEVIN C. MELIA,

                                ROBERT J. GRAHAM,

                                   JULIE KENT

                                       and

                          CERTAIN OTHER PERSONS LISTED
                          ON THE SIGNATURE PAGES HERETO

                                        1


<PAGE>



                                TABLE OF CONTENTS

                             ----------------------
<TABLE>
<CAPTION>

                                                                                             PAGE

<S>                                                                                            <C>
ARTICLE 1
         DEFINITIONS

SECTION 1.01.  DEFINITIONS......................................................................1

ARTICLE 2
         CORPORATE GOVERNANCE
SECTION 2.01.  COMPOSITION OF THE BOARD.........................................................7
SECTION 2.02.  REMOVAL..........................................................................8
SECTION 2.03.  VACANCIES........................................................................8
SECTION 2.04.  MEETINGS.........................................................................8
SECTION 2.05.  ACTION BY THE BOARD..............................................................8
SECTION 2.06.  CONFLICTING CHARTER OR BYLAW PROVISIONS..........................................9

ARTICLE 3
         RESTRICTIONS ON TRANSFER
SECTION 3.01.  GENERAL..........................................................................9
SECTION 3.02.  LEGEND ON SHARE CERTIFICATES....................................................11
SECTION 3.03.  PERMITTED TRANSFEREES...........................................................12
SECTION 3.04.  THE TRUSTS......................................................................12

ARTICLE 4
         REGISTRATION RIGHTS
SECTION 4.01.  DEMAND REGISTRATION.............................................................13
SECTION 4.02.  INCIDENTAL REGISTRATION.........................................................17
SECTION 4.03.  HOLDBACK AGREEMENTS.............................................................19
SECTION 4.04.  REGISTRATION PROCEDURES.........................................................19
SECTION 4.05.  INDEMNIFICATION BY THE COMPANY..................................................23
SECTION 4.06.  INDEMNIFICATION BY PARTICIPATING STOCKHOLDERS...................................23
SECTION 4.07.  CONDUCT OF INDEMNIFICATION PROCEEDINGS..........................................24
SECTION 4.08.  CONTRIBUTION....................................................................25
SECTION 4.09.  PARTICIPATION IN PUBLIC OFFERING................................................26
SECTION 4.10.  OTHER INDEMNIFICATION...........................................................27

ARTICLE 5
         MISCELLANEOUS
</TABLE>

                                                i


<TABLE>
<S>                                                                                            <C>
SECTION 5.01.  ENTIRE AGREEMENT................................................................27
SECTION 5.02.  BINDING EFFECT; BENEFIT.........................................................27
SECTION 5.03.  ASSIGNABILITY...................................................................27
SECTION 5.04.  AMENDMENT; WAIVER; TERMINATION..................................................28
SECTION 5.05.  NOTICES.........................................................................28
SECTION 5.06.  HEADINGS........................................................................30
SECTION 5.07.  COUNTERPARTS; EFFECTIVENESS.....................................................30
SECTION 5.08.  APPLICABLE LAW..................................................................31
SECTION 5.09.  SPECIFIC ENFORCEMENT............................................................31
SECTION 5.10.  CONSENT TO JURISDICTION.........................................................31
</TABLE>


                                       ii


<PAGE>



                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

         AGREEMENT dated as of June __, 2000 among the DLJMB Entities (as
defined herein), the DLJIP Entities (as defined herein), Magnetite Asset
Investors L.L.C., a Delaware limited liability company ("MAGNETITE"), the Trusts
(as defined herein), Kevin C. Melia, an individual ("MELIA"), Robert J. Graham,
an individual ("GRAHAM"), Julie Kent, an individual ("KENT"), the other parties
hereto listed on the signature pages hereof, and Manufacturers' Services
Limited, a Delaware corporation (the "COMPANY").

                              W I T N E S S E T H:

         WHEREAS, the parties have previously entered into a Stockholders
Agreement dated as of January 20, 1995, and amended as of November 26, 1999 (as
so amended, the "ORIGINAL STOCKHOLDERS AGREEMENT"); and

         WHEREAS, in connection with the consummation of the initial public
offering of shares ("SHARES") of common stock, par value $.001 per share (the
"COMMON STOCK"), of the Company, the parties hereto desire to enter into this
Agreement to amend and restate the Original Stockholders Agreement in its
entirety;

         NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.01. DEFINITIONS. (a) The following terms, as used herein,
have the following meanings:

         "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person; PROVIDED that no stockholder of the Company shall be deemed an
Affiliate of any other stockholder of the Company solely by reason of any
investment in the Company. For the purpose of this definition, the term
"CONTROL" (including with correlative meanings, the terms "CONTROLLING",
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH"), when used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.

                                        1


<PAGE>



         "AFFILIATED EMPLOYEE BENEFIT TRUST" means any trust that is a successor
to the assets held by a trust established under an employee benefit plan subject
to ERISA or any other trust established directly or indirectly under such plan
or any other such plan having the same sponsor.

         "AGGREGATE OWNERSHIP" means, with respect to any Stockholder or group
of Stockholders, the total number of Shares "BENEFICIALLY OWNED" (as such term
is defined in Rule 13d-3 under the Exchange Act) (without duplication) by such
Stockholder or group of Stockholders as of January 20, 1995 (but adjusted in
accordance with the proviso below), calculated on a Fully Diluted basis and
taking into account any stock dividend, stock split or reverse stock split;
PROVIDED that such number of Shares shall be increased (without duplication) (i)
with respect to any DLJMB Entity, by any subsequent acquisitions of Shares by
such DLJMB Entity within the three year period ended January 20, 1998, (ii) with
respect to any Other Stockholder, by any stock appreciation rights, options,
warrants or other rights to purchase or subscribe for Shares of such Other
Stockholder as and when such stock appreciation rights, options, warrants or
other rights have vested and (iii) with respect to any Trust, by any Shares
subsequently acquired by such Trust as a Permitted Transferee.

         "BENCHMARK SHARES" means the aggregate number of Shares sold or
proposed to be sold by the DLJMB Entities (other than to their Permitted
Transferees) subsequent to January 20, 1995 until the first to occur of (i) the
aggregate number of Shares so sold or proposed to be sold by the DLJMB Entities
(other than to their Permitted Transferees) equals 25% of the Aggregate
Ownership of the DLJMB Entities and (ii) the aggregate amount in cash (net of
any commissions, fees or expenses) collectively received or to be received by
the DLJMB Entities, without duplication, as a result of the sale subsequent to
the date hereof or proposed sale of any such Shares (other than to their
Permitted Transferees) shall equal the aggregate amount invested by the DLJMB
Entities as of such date in Shares.

         "BOARD" means the board of directors of the Company.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are authorized by law to close.

         "BYLAWS" means the Amended and Restated Bylaws of the Company, as
amended from time to time.

         "CHARTER" means the Restated Certificate of Incorporation of the
Company, as amended from time to time.

                                        2


<PAGE>


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

         "COMPANY SECURITIES" means with respect to any Stockholder, the Common
Stock (and securities convertible into or exchangeable for Common Stock), the
Preferred Stock and any options, warrants or other rights to acquire Common
Stock, Preferred Stock or any other equity security issued by the Company.

         "DLJIP ENTITY" means each of DLJ Investment Partners II, L.P., a
Delaware limited partnership, DLJ Investment Funding II, Inc., a Delaware
corporation, DLJ ESC II, L.P., a Delaware limited partnership, and DLJ
Investment Partners, L.P., a Delaware limited partnership (collectively, the
"DLJIP ENTITIES").

         "DLJMB ENTITY" means each of DLJ Merchant Banking Partners, L.P., a
Delaware limited partnership, DLJ International Partners, C.V., a Netherlands
Antilles limited partnership, DLJ Offshore Partners, C.V., a Netherlands
Antilles limited partnership, DLJ Merchant Banking Funding, Inc., a Delaware
corporation, and DLJ First ESC L.P., a Delaware limited Partnership
(collectively, the "DLJMB ENTITIES").

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

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FOUNDING STOCKHOLDER" means each of the Trusts, Melia, Graham and Kent
(collectively, the "FOUNDING STOCKHOLDERS").

         "FULLY DILUTED" means, with respect to Common Stock and without
duplication, all outstanding Shares and all Shares issuable in respect of
securities convertible into or exchangeable for Common Stock, stock appreciation
rights, options, warrants and other rights to purchase or subscribe for Common
Stock or securities convertible into or exchangeable for Common Stock; PROVIDED
that, to the extent any of the foregoing stock appreciation rights, options,
warrants or other rights to purchase or subscribe for Common Stock are subject
to vesting, the Shares subject to vesting shall be included in the definition of
"FULLY DILUTED" only upon and to the extent of such vesting.

         "INITIAL PUBLIC OFFERING" means the consummation of the initial sale of
Common Stock pursuant to Registration Statement No. 333-96227 under the
Securities Act.

                                                3


<PAGE>

         "MEZZANINE HOLDER" means each of the DLJIP Entities and Magnetite
(collectively, the "MEZZANINE HOLDERS").

         "OTHER STOCKHOLDERS" means all Stockholders other than the DLJMB
Entities, their respective Permitted Transferees and the Mezzanine Holders.

         "PERMITTED TRANSFEREE" means:

                      (i) in the case of any DLJMB Entity (A) any other DLJMB
              Entity, (B) any general or limited partner of any DLJMB Entity (a
              "DLJMB PARTNER"), and any corporation, partnership, Affiliated
              Employee Benefit Trust or other entity that is an Affiliate of any
              DLJMB Partner (collectively, the "DLJMB AFFILIATES"), (C) any
              managing director, general partner, director, limited partner,
              officer or employee of any DLJMB Entity or of any DLJMB Affiliate,
              or the heirs, executors, administrators, testamentary trustees,
              legatees or beneficiaries of any of the foregoing persons referred
              to in this clause (C) (collectively, "DLJMB ASSOCIATES"); (D) a
              trust, the beneficiaries of which, or a corporation, limited
              liability company or partnership, the stockholders, members or
              general or limited partners of which, include only DLJMB Entities,
              DLJMB Affiliates, DLJMB Associates, their spouses or their lineal
              descendants or (E) a voting trustee for one or more DLJMB
              Entities, DLJMB Affiliates or DLJMB Associates under the terms of
              a voting trust designed to conform with the requirements of the
              Insurance Law of the State of New York; and

                      (ii) in the case of any Other Stockholder (A) any Other
              Stockholder, (B) a Person to whom Shares are transferred from such
              Other Stockholder (1) by will or the laws of descent and
              distribution or (2) by gift without consideration of any kind;
              PROVIDED that, in the case of clause (2), such transferee is the
              issue or spouse of such Other Stockholder or (C) a trust that is
              for the exclusive benefit of such Other Stockholder or its
              Permitted Transferees under (B) above.

         "PERSON" means an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

         "PREFERRED STOCK" means the Senior Exchangeable Preferred Stock Due
2006, par value $0.001 per share, of the Company.

                                        4


<PAGE>


         "PUBLIC OFFERING" means an underwritten public offering of Registrable
Stock of the Company pursuant to an effective registration statement under the
Securities Act.

         "REGISTRABLE STOCK" means any Company Securities until (i) a
registration statement covering such Company Securities has been declared
effective by the SEC and such securities have been disposed of pursuant to such
effective registration statement, (ii) such Company Securities are sold under
circumstances in which all of the applicable conditions of Rule 144 are met or
under which they may be sold pursuant to Rule 144(k), (iii) such Company
Securities are otherwise transferred, the Company has delivered a new
certificate or other evidence of ownership for such Company Securities not
bearing the legend required pursuant to this Agreement and such Company
Securities may be resold without subsequent registration under the Securities
Act or (iv) such Company Securities are either repurchased or retired by the
Company.

         "REGISTRATION EXPENSES" means (i) all registration and filing fees,
(ii) fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the securities registered), (iii) printing expenses, (iv)
internal expenses of the Company (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), (v) reasonable fees and disbursements of counsel for the Company and
customary fees and expenses for independent certified public accountants
retained by the Company (including the expenses of any comfort letters or costs
associated with the delivery by independent certified public accountants of a
comfort letter or comfort letters requested pursuant to Section 4.04(h)), (vi)
the reasonable fees and expenses of any special experts retained by the Company
in connection with such registration, (vii) reasonable fees and expenses of one
counsel for the Stockholders participating in the offering selected (A) by the
DLJMB Entities, in the case of any offering in which such entities participate,
or (B) in any other case, by the Other Stockholders holding the majority of
Shares to be sold for the account of all Other Stockholders in the offering,
(viii) fees and expenses in connection with any review of underwriting
arrangements by the National Association of Securities Dealers, Inc. (the
"NASD") including fees and expenses of any "QUALIFIED INDEPENDENT UNDERWRITER"
and (ix) fees and disbursements of underwriters customarily paid by issuers or
sellers of securities; but shall not include any underwriting fees, discounts or
commissions attributable to the sale of Registrable Stock, or any out-of-pocket
expenses (except as set forth in clause (vii) above) of the Stockholders (or the
agents who manage their accounts) or any fees and expenses of underwriter's
counsel.

                                       5


<PAGE>

         "RULE 144" means Rule 144 and Rule 144A (or any successor provisions)
under the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SENIOR MANAGEMENT STOCKHOLDER" means each of Melia, Robert E.
Donahue, Rodolfo Archbold and James N. Poor.

         "STOCKHOLDER" means each Person (other than the Company) who shall be a
party to this Agreement, whether in connection with the execution and delivery
hereof as of the date hereof, pursuant to Section 5.03, or otherwise, so long as
such Person shall beneficially own any Company Securities or, in the case of
Melia, Graham and Kent, so long as the DLJMB Entities shall be parties to this
Agreement and such Person shall (i) be a director or officer of the Company or
(ii) beneficially own any Company Securities.

         "THIRD PARTY" means a prospective purchaser of Company Securities in an
arm's-length transaction from a Stockholder where such purchaser is not a
Permitted Transferee of such Stockholder.

         "TRUSTS" means The Kevin C. Melia 1995 Irrevocable Trust, The Robert J.
Graham 1995 Irrevocable Trust and The Julie Kent 1995 Irrevocable Trust.

          (b) The term "DLJMB ENTITIES", to the extent such entities shall have
transferred any of their Company Securities to "PERMITTED TRANSFEREES", shall
mean the DLJMB Entities and the Permitted Transferees of the DLJMB Entities,
taken together, and any right or action that may be taken at the election of the
DLJMB Entities may be taken at the election of the DLJMB Entities and such
Permitted Transferees.

          (c) The term "OTHER STOCKHOLDERS", to the extent such stockholders
shall have transferred any of their Company Securities to "PERMITTED
TRANSFEREES", shall mean the Other Stockholders and the Permitted Transferees of
the Other Stockholders, taken together, and any right or action that may be
taken at the election of the Other Stockholders may be taken at the election of
the Other Stockholders and such Permitted Transferees.

          (d) Each of the following terms is defined in the Section set forth
opposite such term:



                                       6
<PAGE>

<TABLE>
<CAPTION>
         TERM                                                     SECTION
         -----                                                    -------
<S>                                                               <C>
         Demand Registration                                      4.01(a)
         First DLJMB Demand                                       3.01(b)
         Holders                                                  4.01(a)
         Incidental Registration                                  4.01(a)
         Indemnified Party                                        4.07
         Indemnifying Party                                       4.07
         Independent Directors                                    2.01(a)
         Inspectors                                               4.04(g)
         LLC Shares                                               3.04(b)
         Maximum Offering Size                                    4.01(d)
         Nominee                                                  2.03(a)
         Pro Rata Portion                                         3.01(d)
         Records                                                  4.04(g)
         Restriction Termination Date                             3.01(a)
         Selling Stockholder                                      4.01(a)
         transfer                                                 3.01(a)
</TABLE>




                                    ARTICLE 2
                              CORPORATE GOVERNANCE

         SECTION 2.01. COMPOSITION OF THE BOARD. (a) The Board shall consist of
nine directors. For so long as the DLJMB Entities and their Permitted
Transferees shall own 50% of the outstanding shares of Common Stock, six
directors will be designated by DLJ Merchant Banking Partners, L.P., two
directors will be designated by the Other Stockholders and for so long as the
Mezzanine Holders shall own any Preferred Stock, one director will be designated
by DLJ Investment Partners II, L.P.; PROVIDED that three of the directors
designated by DLJ Merchant Banking Partners, L.P. shall not be either an
"AFFILIATE" or an "ASSOCIATE" (as such terms are used within the meaning of Rule
12b-2 under the Exchange Act) of the DLJMB Entities, the Mezzanine Holders or
the Other Stockholders and shall qualify as "independent directors" within the
meaning of the New York Stock Exchange rules and regulations and "outside
directors" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (together, the "INDEPENDENT DIRECTORS") and such Independent
Directors shall be designated by DLJ Merchant Banking Partners, L.P. after
consultation with the Other Stockholders.

          (b) Each Stockholder entitled to vote for the election of directors to
the Board agrees that it will vote its Shares or execute written consents, as
the case may be, and take all other necessary action (including causing the
Company to call



                                       7
<PAGE>

a special meeting of stockholders) in order to ensure that the composition of
the Board is as set forth in this Section 2.01; PROVIDED that (i) the DLJMB
Entities shall not be required to vote for the board-designees of the Other
Stockholders if the aggregate number of Shares held by the Other Stockholders is
less than 10% of such Stockholder's Aggregate Ownership and (ii) the Other
Stockholders shall not be required to vote for the board-designees of the DLJMB
Entities if the aggregate number of Shares held by the DLJ Entities is less than
50% of the outstanding shares of Common Stock.

         SECTION 2.02. REMOVAL. Each Stockholder agrees that if, at any time, it
is then entitled to vote for the removal of directors of the Company, it will
not vote any of its Shares in favor of the removal of any director who shall
have been designated or nominated pursuant to Section 2.01 unless such removal
shall be for cause or the Persons entitled to designate or nominate such
director shall have consented to such removal in writing.

         SECTION 2.03. VACANCIES. If, as a result of death, disability,
retirement, resignation, removal (with or without cause) or otherwise, there
shall exist or occur any vacancy of the Board:

          (a) the Person or Persons entitled under Section 2.01 to designate or
nominate such director whose death, disability, retirement, resignation or
removal resulted in such vacancy may designate another individual (the
"NOMINEE") to fill such capacity and serve as a director of the Company; and

          (b) each Stockholder then entitled to vote for the election of the
Nominee as a director of the Company agrees that it will vote its Shares, or
execute a written consent, as the case may be, in order to ensure that the
Nominee is elected to the Board.

         SECTION 2.04.  MEETINGS.  The Board shall hold a regularly scheduled
meeting at least once every calendar quarter.

         SECTION 2.05. ACTION BY THE BOARD. (a) A quorum of the Board shall
consist of four directors, and, for so long as the DLJMB Entities and their
Permitted Transferees shall own 50% of the outstanding shares of Common Stock,
at least three of such four directors must be designees of DLJ Merchant Banking
Partners, L.P. For so long as the DLJMB Entities and their Permitted Transferees
shall own 50% of the outstanding shares of Common Stock, the DLJMB Entities
shall have the right at any time to increase the number of directors necessary
to constitute a quorum of the Board. All actions of the Board shall require the
affirmative vote of at least a majority of the directors at a duly convened
meeting of the Board at which a quorum is present or the unanimous



                                       8
<PAGE>

written consent of the Board; PROVIDED that, in the event there is a vacancy on
the Board and an individual has been nominated to fill such vacancy, the first
order of business shall be to fill such vacancy.

          (b) The Board may create executive, compensation and audit committees,
as well as such other committees as it may determine. To the extent not
prohibited by or inadvisable under applicable law, the DLJMB Entities shall be
entitled to majority representation on any committee created by the Board and
the Other Stockholders shall be entitled to at least one representative on any
such committee; PROVIDED that the DLJMB Entities and the Other Stockholders
agree that the audit and compensation committees must be comprised solely of
Independent Directors.

         SECTION 2.06. CONFLICTING CHARTER OR BYLAW PROVISIONS. Each Stockholder
shall vote its Shares or execute written consents, as the case may be, and take
all other actions necessary, to ensure that the Company's Charter and Bylaws
facilitate and do not at any time conflict with any provision of this Agreement.

                                    ARTICLE 3
                            RESTRICTIONS ON TRANSFER

         SECTION 3.01. GENERAL. (a) Until the earlier of (i) the second
anniversary of the Initial Public Offering (the "RESTRICTION TERMINATION DATE")
and (ii) the date upon which the number of Shares held by the DLJMB Entities and
their Permitted Transferees falls below 40% of the Aggregate Ownership of the
DLJMB Entities, no Senior Management Stockholder may, directly or indirectly,
sell, assign, transfer, grant a participation in, pledge or otherwise dispose of
("TRANSFER") any Shares (or solicit any offers to buy or otherwise acquire, or
to take a pledge of, any Shares), except as permitted or required by Articles 3
and 4 of this Agreement.

          (b) After the earlier of (i) the first anniversary of the Initial
Public Offering and (ii) completion of the first Demand Registration requested
by the DLJMB Entities (the "FIRST DLJMB DEMAND"), any Senior Management
Stockholder may sell Shares owned by such Stockholder to a Third Party pursuant
to Rule 144 or a registration statement on Form S-8 as follows: (A) assuming
completion of the First DLJMB Demand prior to the first anniversary of the
Initial Public Offering, until the first anniversary of the Initial Public
Offering, such Stockholder may sell Shares pursuant to this clause 3.01(b) only
to the extent that, after giving effect to such sale, the aggregate number of
Shares held by such



                                       9
<PAGE>

Stockholder is at least equal to the lesser of (x) 75% of such Stockholder's
Aggregate Ownership and (y) the percentage of such Stockholder's Aggregate
Ownership that is equal to the aggregate number of shares then beneficially
owned by the DLJMB Entities, without duplication, as a percentage of the DLJMB
Entities' Aggregate Ownership; and (B) from and after the first anniversary of
the Initial Public Offering until the Restriction Termination Date, such
Stockholder may sell Shares pursuant to this clause 3.01(b) only to the extent
that, after giving effect to such sale, the aggregate number of Shares held by
such Stockholder is at least equal to the lesser of (x) 50% of such
Stockholder's Aggregate Ownership and (y) the percentage of such Stockholder's
Aggregate Ownership that is equal to the aggregate number of shares then
beneficially owned by the DLJMB Entities, without duplication, as a percentage
of the DLJMB Entities' Aggregate Ownership.

          (c) For purposes of this Section 3.01, the Aggregate Ownership of a
Senior Management Stockholder shall include any stock appreciation rights,
options, warrants or other rights to purchase or subscribe for Shares held by
such Stockholder, whether or not such rights, options or warrants have vested.

          (d) After completion of the First DLJMB Demand, any Senior Management
Stockholder may, subject to the limitations set forth in Sections 4.01(d) and
4.02(b), sell Shares owned by such Stockholder in a Public Offering; PROVIDED
that (i) in each of the first two such Public Offerings, the number of Shares
that may be sold by such Stockholder in such Public Offering shall not exceed
the lesser of (x) 50% of such Stockholder's Pro Rata Portion and (y) 20% of such
Stockholder's Aggregate Ownership and (ii) thereafter, the number of Shares that
may be sold by such Stockholder in any Public Offering shall not exceed the
lesser of (x) such Stockholder's Pro Rata Portion and (y) 50% of such
Stockholder's Aggregate Ownership. "PRO RATA PORTION" means, with respect to
each Senior Management Stockholder, the number of Shares beneficially owned by
such Stockholder immediately prior to any Public Offering multiplied by a
fraction the numerator of which is the number of Shares to be sold by the DLJMB
Entities and their Permitted Transferees in such Public Offering and the
denominator of which is the aggregate number of shares beneficially owned by the
DLJMB Entities and their Permitted Transferees, without duplication, immediately
prior to such Public Offering.

          (e) Without the consent of DLJ Investment Partners II, L.P., the DLJMB
Entities and their Permitted Transferees may not (i) directly or indirectly
transfer any Shares, (ii) request a Demand Registration or (iii) request any
Incidental Registration, other than, in the case of clause (i), in connection
with a transaction which would constitute a Change of Control of the Company
under the Certificate of Designations, Preferences and Rights relating to the
Preferred Stock. The



                                       10
<PAGE>

restrictions contained in the foregoing sentence shall expire upon the first to
occur of the following: (x) the Mezzanine Holders as of the date hereof shall
cease to hold any Preferred Stock; (y) one year after the Demand Registration
rights of the Mezzanine Holders have become exercisable; and (z) the Mezzanine
Holders shall have failed to request Incidental Registration of any Company
Securities in connection with two registrations of Company Securities under the
Securities Act for which the Mezzanine Holders had Incidental Registration
rights pursuant to Section 5.02. For so long as Magnetite holds Preferred Stock,
prior to consenting to any action referred to in clause (i), (ii) or (iii)
herein, DLJ Investment Partners II, L.P. agrees to consult with Magnetite and
not to consent to any such action unless Magnetite also consents to such action,
which consent by Magnetite shall not be unreasonably withheld.

          (f) No Stockholder may transfer any Shares at any time except in
compliance with applicable federal, state or foreign securities laws.

         SECTION 3.02. LEGEND ON SHARE CERTIFICATES. (a) In addition to any
other legend that may be required, each certificate for Shares that is issued to
any Stockholder from and after the date hereof shall bear a legend in
substantially the following form:

              "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
              1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE
              OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS
              ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH
              IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF
              ______________, 2000, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST
              FROM MANUFACTURERS' SERVICES LIMITED AND ANY SUCCESSOR THERETO."

          (b) If any Shares shall cease to be Registrable Stock, the Company
shall, upon the written request of the holder thereof, issue to such holder a
new certificate evidencing such Shares without the first sentence of the legend
required by Section 3.02(a) endorsed thereon. If any Shares cease to be subject
to any restrictions on transfer set forth in this Agreement, the Company shall,
upon the written request of the holder thereof, issue to such holder a new
certificate evidencing such shares without the second sentence of the legend
required by Section 3.02(a) endorsed thereon.

         SECTION 3.03. PERMITTED TRANSFEREES. Notwithstanding anything in this
Agreement to the contrary, (a) any Stockholder (other than a Mezzanine Holder)

                                       11
<PAGE>

may at any time transfer any or all of its Shares to one or more of its
Permitted Transferees without the consent of the Board or any other Stockholder
or group of Stockholders so long as (i) such Permitted Transferee shall have
agreed in writing to be bound by the terms of this Agreement, and (ii) the
transfer to such Permitted Transferee is not in violation of applicable federal,
state or foreign securities laws and (b) any Mezzanine Holder may at any time
transfer any or all of its Company Securities to one or more Persons without the
consent of the Company or any other Stockholder, so long as such transfer is not
in violation of applicable federal, state or foreign securities laws.

         SECTION 3.04. THE TRUSTS. (a) Each of the Trusts and its trustees shall
take all necessary action so that the provisions of the relevant trust documents
are not inconsistent or in conflict with the provisions of Articles 3 and 4 in
the event of any inconsistency or conflict between such trust documents and this
Agreement, the provisions of this Agreement shall control.

          (b) Each of the Trusts and its trustees agree that, so long as any
Trust shall own any Shares or shares (or interest therein) of Manufacturers'
Services Limited L.L.C. USA Group ("LLC SHARES"), none of the Trusts or their
trustees shall transfer any interest in such Trust to any Person other than a
Person that is a beneficiary, or a Person of a class entitled to become a
beneficiary, of such Trust on January 20, 1995.

          (c) Each of the Trusts and its trustees agree that, so long as any
Trust shall own any LLC Shares (or interest therein), none of the Trusts or
their trustees shall transfer any LLC Shares (or interest therein) to any
Person. Each of the Trusts and its trustees agree that the Company or its
designee shall have the option, exercisable at any time, to purchase all of the
LLC Shares (or interests therein) owned by the Trusts for an aggregate amount
equal to $1.00, to be divided among the Trusts based on their respective
proportionate interests in all such LLC Shares.

          (d) Each of the Trusts and its trustees agree that, so long as such
Trust shall beneficially own any Shares, such Trust shall not (i) conduct any
business other than the holding of cash, Shares and LLC Shares (or interest in
such LLC Shares) and (ii) incur any liabilities, whether accrued, contingent,
absolute, determined, determinable or otherwise.


                                       12
<PAGE>

                                    ARTICLE 4
                               REGISTRATION RIGHTS

         SECTION 4.01. DEMAND REGISTRATION. (a) One or more DLJMB Entities or
their Permitted Transferees may make a written request and, after the
Restriction Termination Date, the Other Stockholders may make a written request
and, after six months after the Initial Public Offering, one or more of the
DLJIP Entities may make a written request (any such requesting Person, a
"SELLING STOCKHOLDER") that the Company effect the registration under the
Securities Act of such Selling Stockholder's Registrable Stock, and specifying
the intended method of disposition thereof. The Company will promptly give
written notice of such requested registration (a "DEMAND REGISTRATION") at least
30 days prior to the anticipated filing date of the registration statement
relating to such Demand Registration to all other Stockholders, and thereupon
will use its best efforts to effect, as expeditiously as possible, the
registration under the Securities Act of:

          (i) the Registrable Stock that the Company has been so requested to
         register by the Selling Stockholder, then held by the Selling
         Stockholder; and

         (ii) subject to Section 4.02, all other Registrable Stock that any
         other Stockholder entitled to request the Company to effect an
         Incidental Registration (as such term is defined in Section 4.02)
         pursuant to Section 4.02 (all such Stockholders, together with the
         Selling Stockholder, the "HOLDERS") has requested the Company to
         register by written request received by the Company within 15 days
         after the receipt by such Holders of such written notice given by the
         Company,

all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Stock so to be
registered; PROVIDED that, subject to Sections 4.01(c) and 4.01(e), (i) the
Company shall not be obligated to effect more than four Demand Registrations for
the DLJMB Entities and their Permitted Transferees collectively, one Demand
Registration for the Other Stockholders collectively, and three Demand
Registrations for the DLJIP Entities collectively, pursuant to this Section 4.01
and (ii) the Company will not be required to effect a Demand Registration within
six months of the Initial Public Offering or more than one Demand Registration
in any six-month period; and PROVIDED FURTHER that the number of shares of
Registrable Stock required to be registered by the Selling Stockholder must (i)
in the case of a Demand Registration made by one or more DLJMB Entities or their
Permitted Transferees, have a fair market value in the reasonable opinion of DLJ
Merchant Banking Partners, L.P. exercised in good faith of at least (A)
$10,000,000 if the Demand Registration would constitute an Initial Public




                                       13
<PAGE>

Offering and (B) $5,000,000 in all other cases, (ii) in the case of a Demand
Registration made by the Other Stockholders, have a fair market value in the
reasonable opinion of the managing underwriter of at least $5,000,000 or (iii)
in the case of a Demand Registration made by one or more DLJIP Entities, have a
fair market value in the reasonable opinion of DLJ Investment Partners II, L.P.
exercised in good faith of at least $5,000,000 or, if less than $5,000,000,
constitute all of the remaining shares of Preferred Stock or Common Stock (or
any securities convertible into or exchangeable for Common Stock), as the case
may be, held by the Mezzanine Holders.

         Notwithstanding the foregoing, in the event of a request for a Demand
Registration made by the Other Stockholders, (i) the Company shall have the
option to either (A) proceed with such Demand Registration pursuant to the
provisions of this Section 4.01 or (B) proceed with a registered primary
offering of Common Stock, in which case, the Other Stockholders shall have the
rights set forth in Section 4.02 and, subject to Sections 4.01(c) and 4.01(e),
shall have no further rights to request a Demand Registration pursuant to this
Section 4.01 and (ii) the restrictions contained in the proviso to Section
3.01(d) shall be applicable to any such sale.

         Promptly after the expiration of the 15-day period referred to in
Section 4.01(a)(ii), the Company will notify all the Holders to be included in
the Demand Registration of the other Holders and the number of shares of
Registrable Stock requested to be included therein. The Selling Stockholder
requesting a registration under this Section 4.01(a) may, at any time prior to
the effective date of the registration statement relating to such registration,
revoke such request, without liability to any of the other Holders, by providing
a written notice to the Company revoking such request, in which case such
request, so revoked, shall not be considered a Demand Registration.

          (b) The Company will pay all Registration Expenses in connection with
any Demand Registration.

          (c) A registration requested pursuant to this Section 4.01 shall not
be deemed to have been effected unless the registration statement relating
thereto (i) has become effective under the Securities Act and (ii) has remained
effective for a period of at least 90 days (or such shorter period in which all
Registrable Stock of the Holders included in such registration has actually been
sold thereunder); PROVIDED that if after any registration statement requested
pursuant to this Section 4.01 becomes effective (i) such registration statement
is interfered with by any stop order, injunction or other order or requirement
of the Commission or other governmental agency or court solely due to the
actions or omissions to act of the Company and (ii) less than 75% of the
Registrable Stock included in such registration has been sold thereunder, such



                                       14
<PAGE>

registration statement shall be at the sole expense of the Company and shall not
be considered a Demand Registration.

          (d) If a Demand Registration involves a Public Offering and the
managing underwriter shall advise the Company and the Selling Stockholder that,
in its view, (i) the number of shares of Registrable Stock requested to be
included in such registration (including Common Stock which the Company proposes
to be included which is not Registrable Stock) or (ii) the inclusion of some or
all of the shares of Registrable Stock owned by the Holders, in either case,
exceeds the largest number of shares of Registrable Stock which can be sold
without having an adverse effect on such offering, including the price at which
such shares can be sold (the "MAXIMUM OFFERING SIZE"), the Company will include
in such registration, in the priorities listed below, up to the Maximum Offering
Size:

         the Demand Registration was made by any DLJMB Entity or its Permitted
Transferee:

          (a) first, all Benchmark Shares requested to be registered by the
Selling Stockholder and by all other DLJMB Entities and their Permitted
Transferees and all Registrable Stock requested to be registered by all
Mezzanine Holders (allocated, if necessary for the offering not to exceed the
Maximum Offering Size, pro rata among such entities on the basis of the
relative number of shares of Registrable Stock requested to be registered);

          (b) second, all Registrable Stock other than Benchmark Shares
requested to be included in such registration by all DLJMB Entities and their
Permitted Transferees and any other Holder (other than the Mezzanine Holders)
(allocated, if necessary for the offering not to exceed the Maximum Offering
Size, pro rata among such DLJMB Entities and their Permitted Transferees and
such other Holders on the basis of the relative number of shares of
Registrable Stock (excluding any Benchmark Shares) requested to be included
in such registration); and

          (c) third, any Common Stock proposed to be registered by the
Company;

         the Demand Registration was made by the Other Stockholders:

          (a) first, all Registrable Stock requested to be registered by the
Other Stockholders and all Mezzanine Holders (allocated, if necessary for the
offering not to exceed the Maximum Offering

                                       15
<PAGE>

Size, pro rata among such entities on the basis of the relative number of
shares of Registrable Stock requested to be registered);

          (b) second, all Benchmark Shares requested to be registered by the
DLJMB Entities and their Permitted Transferees (allocated, if necessary for
the offering not to exceed the Maximum Offering Size, pro rata among such
entities on the basis of the relative number of shares of Registrable Stock
requested to be registered);

          (c) third, all Registrable Stock other than Benchmark Shares
requested to be included in such registration by all DLJMB Entities and their
Permitted Transferees and any other Holder (allocated, if necessary for the
offering not to exceed the Maximum Offering Size, pro rata among such DLJMB
Entities and their Permitted Transferees and such other Holders on the basis
of the relative number of shares of Registrable Stock (excluding any
Benchmark Shares) requested to be included in such registration); and

          (d) fourth, any Common Stock proposed to be registered by the
Company; and

the Demand Registration was made by any DLJIP Entity:

          (a) first, all Registrable Stock requested to be registered by the
Selling Stockholder and by all other Mezzanine Holders (allocated, if
necessary for the offering not to exceed the Maximum Offering Size, pro rata
among such entities on the basis of the relative number of shares of
Registrable Stock requested to be registered);

          (b) second, all Benchmark Shares requested to be registered by all
DLJMB Entities and their Permitted Transferees (allocated, if necessary for
the offering not to exceed the Maximum Offering Size, pro rata among such
entities on the basis of the relative number of shares of Registrable Stock
requested to be registered);

          (c) third, all Registrable Stock other than Benchmark Shares
requested to be included in such registration by all DLJMB Entities and their
Permitted Transferees and any other Holder (other than the Mezzanine Holders)
(allocated, if necessary for the

                                       16
<PAGE>


offering not to exceed the Maximum Offering Size, pro rata among such DLJMB
Entities and their Permitted Transferees and such other Holders on the basis
of the relative number of shares of Registrable Stock (excluding any
Benchmark Shares) requested to be included in such registration); and

          (d) fourth, any Common Stock proposed to be registered by the Company.


          (e) If shares of Registrable Stock representing at least 50% of the
number of shares of Registrable Stock requested to be registered by any
Person or Persons making a Demand Registration and their Permitted
Transferees is not included in any Demand Registration, then such
Stockholders may request that the Company effect an additional registration
under the Securities Act of all or part of such Stockholders' Registrable
Stock in accordance with the provisions of this Section 4.01, and (i) the
Company shall pay the Registration Expenses in connection with such
additional registration and (ii) such additional registration shall not be
considered a Demand Registration.

          (f) The Company shall not be required to effect registration pursuant
to this Section 4.01 if a majority of the Board determines in good faith that
owing to the business or market conditions or the business or financial
condition of the Company it is inappropriate at such time to undertake a public
offering of Company Securities; PROVIDED that the Company may elect not to
effect registration on such grounds only once in any one-year period beginning
on the date of such election by the Company, and that within six months shall
effect such registration.

         SECTION 4.02. INCIDENTAL REGISTRATION. (a) Following the Initial Public
Offering, if the Company proposes to register any Company Securities under the
Securities Act (other than a registration (A) on Form S-8 or S-4 or any
successor or similar forms, (B) relating to Common Stock issuable upon exercise
of employee stock options or in connection with any employee benefit or similar
plan of the Company or (C) in connection with a direct or indirect acquisition
by the Company of another company), whether or not for sale for its own account,
it will each such time, subject to the provisions of Section 4.02(b), give
prompt written notice at least 30 days prior to the anticipated filing date of
the registration statement relating to such registration to each DLJMB Entity,
each Other Stockholder and each Mezzanine Holder, which notice shall set forth
such Stockholder's rights under this Section 4.02 and shall offer such
Stockholders the opportunity to include in such registration statement such
number of shares of Registrable Stock as each such Stockholder may request (an
"INCIDENTAL REGISTRATION"). Notwithstanding anything to the contrary contained
in this



                                       17
<PAGE>

Agreement, the Senior Management Stockholders shall not have any rights
under this Section 4.02 until after the completion of the First DLJMB Demand.
Upon the written request of any such Stockholder made within 15 days after the
receipt of notice from the Company (which request shall specify the number of
shares of Registrable Stock intended to be disposed of by such Stockholder), the
Company will use its best efforts to effect the registration under the
Securities Act of all Registrable Stock which the Company has been so requested
to register by such Stockholders, to the extent requisite to permit the
disposition of the Registrable Stock so to be registered; PROVIDED that (I) if
such registration involves a Public Offering, all such Stockholders requesting
to be included in the Company's registration must sell their Registrable Stock
to the underwriters selected as provided in Section 4.04(f) on the same terms
and conditions as apply to the Company and (II) if, at any time after giving
written notice of its intention to register any stock pursuant to this Section
4.02(a) and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register such stock, the Company shall give written notice to all such
Stockholders and, thereupon, shall be relieved of its obligation to register any
Registrable Stock in connection with such registration (without prejudice,
however, to rights of any DLJMB Entity, Other Stockholder or DLJIP Entity under
Section 4.01). No registration effected under this Section 4.02 shall relieve
the Company of its obligations to effect a Demand Registration to the extent
required by Section 4.01. The Company will pay all Registration Expenses in
connection with each registration of Registrable Stock requested pursuant to
this Section 4.02.

          (b) If a registration pursuant to this Section 4.02 involves a Public
Offering (other than in the case of a Public Offering requested by any DLJMB
Entity or any of their Permitted Transferees, the Other Stockholders or any
DLJIP Entity in a Demand Registration, in which case the provisions with respect
to priority of inclusion in such offering set forth in Section 4.01(d) shall
apply) and the managing underwriter advises the Company that, in its view, the
number of shares of Registrable Stock that the Company and such Stockholders
intend to include in such registration exceeds the Maximum Offering Size, the
Company will include in such registration, in the following priority, up to the
Maximum Offering Size:

          (i) first, so much of the Company Securities proposed to be registered
         by the Company as would not cause the offering to exceed the Maximum
         Offering Size;

         (ii) second, all Registrable Stock (other than Shares) requested to be
         registered by the Mezzanine Holders (allocated, if necessary for the
         offering not to exceed the Maximum Offering Size, pro rata among such




                                       18
<PAGE>

         entities on the basis of the relative number of shares of Registrable
         Stock requested to be registered);

        (iii) third, all Benchmark Shares requested to be included in such
         registration statement by the DLJMB Entities and their Permitted
         Transferees and all Shares requested to be registered by all Mezzanine
         Holders (allocated, if necessary for the offering not to exceed the
         Maximum Offering Size, pro rata among such entities on the basis of the
         relative number of shares of Registrable Stock requested to be so
         included); and

         (iv) fourth, all Registrable Stock other than Benchmark Shares
         requested to be included in such registration by any DLJMB Entity and
         its Permitted Transferees or any other Holder pursuant to this Section
         4.02 (allocated, if necessary for the offering not to exceed the
         Maximum Offering Size, pro rata among such Stockholders on the basis of
         the relative number of shares of Registrable Stock (excluding any
         Benchmark Shares) so requested to be included in such registration).

          (c) Notwithstanding the foregoing, in the event of a request for
inclusion of Shares owned by Other Stockholders pursuant to this Section 4.02,
the restrictions contained in the proviso to Section 3.01(d) shall be applicable
to any such sale.

         SECTION 4.03. HOLDBACK AGREEMENTS. If, after the Initial Public
Offering, any registration of Registrable Stock shall be in connection with a
Public Offering, each DLJMB Entity and its Permitted Transferees and each Other
Stockholder agrees, and each Mezzanine Holder that is selling Registrable Stock
pursuant to such registration agrees, not to effect any public sale or
distribution, including any sale pursuant to Rule 144, or any successor
provision, under the Securities Act, of any Company Securities other than as
part of such Public Offering, during the 7 days prior to the effective date of
such registration statement (except as part of such registration) or during the
period after such effective date equal to the lesser of (i) such period of time
as agreed between such managing underwriter and the Company and (ii) 90 days.
Notwithstanding the foregoing, after completion of the First DLJMB Demand, the
provisions of this Section 4.03 shall only apply to the Senior Management
Stockholders in connection with a Public Offering to the extent that they are
selling Registrable Stock in such Public Offering.

         SECTION 4.04. REGISTRATION PROCEDURES. Whenever Stockholders request
that any Registrable Stock be registered pursuant to Section 4.01 or 4.02, the
Company will, subject to the provisions of such Sections, use its best efforts
to



                                       19
<PAGE>

effect the registration and the sale of such Registrable Stock in accordance
with the intended method of disposition thereof as quickly as practicable, and
in connection with any such request:

          (a) The Company will as expeditiously as possible prepare and file
with the Commission a registration statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which
form shall be available for the sale of the Registrable Stock to be registered
thereunder in accordance with the intended method of distribution thereof, and
use its best efforts to cause such filed registration statement to become and
remain effective for a period of not less than 90 days.

          (b) The Company will, if requested, prior to filing a registration
statement or prospectus or any amendment or supplement thereto, furnish to
participating Stockholder and each underwriter, if any, of the Registrable Stock
covered by such registration statement copies of such registration statement as
proposed to be filed, and thereafter the Company will furnish to such
Stockholder and underwriter, if any, such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such Stockholder or underwriter may
reasonably request in order to facilitate the disposition of the Registrable
Stock owned by such Stockholder.

          (c) After the filing of the registration statement, the Company will
promptly notify each Stockholder holding Registrable Stock covered by such
registration statement of any stop order issued or threatened by the Commission
and take all reasonable actions required to prevent the entry of such stop order
or to remove it if entered.

          (d) The Company will use its best efforts to (i) register or qualify
the Registrable Stock covered by such registration statement under such other
securities or blue sky laws of such jurisdictions in the United States as any
Stockholder holding such Registrable Stock reasonably (in light of such
Stockholder's intended plan of distribution) requests and (ii) cause such
Registrable Stock to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
operations of the Company and do any and all other acts and things that may be
reasonably necessary or advisable to enable such Stockholder to consummate the
disposition of the Registrable Stock owned by such Stockholder; PROVIDED that
the Company will not be required to (A) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this




                                       20
<PAGE>

paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C)
consent to general service of process in any such jurisdiction.

          (e) The Company will immediately notify each Stockholder holding such
Registrable Stock, at any time when a prospectus relating thereto is required to
be delivered under the Securities Act, of the occurrence of an event requiring
the preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Stock, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and promptly prepare and make available to
each such Stockholder any such supplement or amendment.

          (f) (i) The DLJMB Entities will have the right, in their sole
discretion, to select an underwriter or underwriters in connection with any
Public Offering resulting from the exercise by any such DLJMB Entity or its
Permitted Transferee of a Demand Registration, which underwriter or underwriters
may include any Affiliate of any DLJMB Entity and (ii) the Company will select
an underwriter or underwriters in connection with any other Public Offering. In
connection with any Public Offering, the Company will enter into customary
agreements (including an underwriting agreement in customary form) and take such
other actions as are reasonably required in order to expedite or facilitate the
disposition of Registrable Stock in any such Public Offering, including the
engagement of a "QUALIFIED INDEPENDENT UNDERWRITER" in connection with the
qualification of the underwriting arrangements with the NASD.

          (g) Upon the execution of confidentiality agreements in form and
substance satisfactory to the Company, the Company will make available for
inspection by any Stockholder and any underwriter participating in any
disposition pursuant to a registration statement being filed by the Company
pursuant to this Section 4.04 and any attorney, accountant or other professional
retained by any such Stockholder or underwriter (collectively, the
"INSPECTORS"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "RECORDS") as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any Inspectors in connection with
such registration statement. Records that the Company determines, in good faith,
to be confidential and that it notifies the Inspectors are confidential shall
not be disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such registration
statement or (ii) the release of such Records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction. Each Stockholder agrees
that information obtained by it as a result of



                                       21
<PAGE>

such inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Company or its
Affiliates unless and until such is made generally available to the public. Each
Stockholder further agrees that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of the Records deemed confidential.

          (h) The Company will furnish to each such Stockholder and to each such
underwriter, if any, a signed counterpart, addressed to such underwriter, of (i)
an opinion or opinions of counsel to the Company and (ii) a comfort letter or
comfort letters from the Company's independent public accountants, each in
customary form and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be, as a majority of such
Stockholders or the managing underwriter therefor reasonably requests.

          (i) The Company will otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its
stockholders, as soon as reasonably practicable, an earnings statement covering
a period of 12 months, beginning within three months after the effective date of
the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act.

         The Company may require each such Stockholder to promptly furnish in
writing to the Company such information regarding the distribution of the
Registrable Securities as the Company may from time to time reasonably request
and such other information as may be legally required in connection with such
registration.

         Each such Stockholder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 4.04(e),
such Stockholder will forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Stockholder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 4.04(e), and, if so directed by the
Company, such Stockholder will deliver to the Company all copies, other than any
permanent file copies then in such Stockholder's possession, of the most recent
prospectus covering such Registrable Stock at the time of receipt of such
notice. In the event that the Company shall give such notice, the Company shall
extend the period during which such registration statement shall be maintained
effective (including the period referred to in Section 4.04(a)) by the number of
days during the period from and including the date of the giving of notice
pursuant to Section 4.04(e) to the date when the Company shall make available to
such Stockholder a



                                       22
<PAGE>

prospectus supplemented or amended to conform with the requirements of Section
4.04(e).

         SECTION 4.05. INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless each Stockholder holding Registrable Stock covered
by a registration statement, its officers, directors and agents, and each
person, if any, who controls such Stockholder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages and liabilities caused by any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Registrable Stock (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
furnished in writing to the Company by such Stockholder or on such Stockholder's
behalf expressly for use therein; PROVIDED that with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus, or in any prospectus, as the case may be, the indemnity
agreement contained in this paragraph shall not apply to the extent that any
such loss, claim, damage, liability or expense results from the fact that a
current copy of the prospectus (or, in the case of a prospectus, the prospectus
as amended or supplemented) was not sent or given to the person asserting any
such loss, claim, damage, liability or expense at or prior to the written
confirmation of the sale of the Registrable Stock concerned to such person if it
is determined that the Company has provided such prospectus and it was the
responsibility of such Stockholder to provide such person with a current copy of
the prospectus (or such amended or supplemented prospectus, as the case may be)
and such current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) would have cured the defect giving rise to such
loss, claim, damage, liability or expense. The Company also agrees to indemnify
any underwriters of the Registrable Stock, their officers and directors and each
person who controls such underwriters on substantially the same basis as that of
the indemnification of the Stockholders provided in this Section 4.05.

         SECTION 4.06. INDEMNIFICATION BY PARTICIPATING STOCKHOLDERS. Each
Stockholder holding Registrable Stock included in any registration statement
agrees, severally but not jointly, to indemnify and hold harmless the Company,
its officers, directors and agents and each person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such Stockholder, but only (i) with respect to information furnished
in writing by



                                       23
<PAGE>

such Stockholder or on such Stockholder's behalf expressly for use in any
registration statement or prospectus relating to the Registrable Stock, or any
amendment or supplement thereto, or any preliminary prospectus or (ii) to the
extent that any loss, claim, damage, liability or expense described in Section
4.05 results from the fact that a current copy of the prospectus (or, in the
case of a prospectus, the prospectus as amended or supplemented) was not sent or
given to the person asserting any such loss, claim, damage, liability or expense
at or prior to the written confirmation of the sale of the Registrable Stock
concerned to such person if it is determined that it was the responsibility of
such Stockholder to provide such person with a current copy of the prospectus
(or such amended or supplemented prospectus, as the case may be) and such
current copy of the prospectus (or such amended or supplemented prospectus, as
the case may be) would have cured the defect giving rise to such loss, claim,
damage, liability or expense. Each such Stockholder also agrees to indemnify and
hold harmless underwriters of the Registrable Securities, their officers and
directors and each person who controls such underwriters on substantially the
same basis as that of the indemnification of the Company provided in this
Section 4.06. As a condition to including Registrable Stock in any registration
statement filed in accordance with Article 4 hereof, the Company may require
that it shall have received an undertaking reasonably satisfactory to it from
any underwriter to indemnify and hold it harmless to the extent customarily
provided by underwriters with respect to similar securities.

         SECTION 4.07. CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
this Article 4, such person (an "INDEMNIFIED PARTY") shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in
writing and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all fees and expenses; PROVIDED that the failure of
any Indemnified Party so to notify the Indemnifying Party shall not relieve the
Indemnifying Party of its obligations hereunder except to the extent that the
Indemnifying Party is materially prejudiced by such failure to notify. In any
such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) in the
reasonable judgment of such Indemnified Party representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Party shall not,
in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm of

                                       24
<PAGE>

attorneys (in addition to any local counsel) at any time for all such
Indemnified Parties, and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Indemnified
Parties, such attorneys (in addition to any local counsel) at any time for all
such Indemnified Parties, and that all such fees and expenses shall be
reimbursed as they are incurred. In the case of any such separate firm for the
Indemnified Parties, such firm shall be designated in writing by the Indemnified
Parties. The Indemnifying Party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent, or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such proceeding.

         SECTION 4.08. CONTRIBUTION. If the indemnification provided for in this
Article 4 is unavailable to the Indemnified Parties in respect of any losses,
claims, damages or liabilities referred to herein, then each such Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such losses,
claims, damages or liabilities (i) as between the Company and the Stockholders
holding Registrable Stock covered by a registration statement on the one hand
and the underwriters on the other, in such proportion as is appropriate to
reflect the relative benefits received by the Company and such Stockholders on
the one hand and the underwriters on the other, from the offering of the
Registrable Securities, or if such allocation is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits but also the relative fault of the Company and such Stockholders on the
one hand and of such underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations and (ii) as between the
Company on the one hand and each such Stockholder on the other, in such
proportion as is appropriate to reflect the relative fault of the Company and of
each such Stockholder in connection with such statements or omissions, as well
as any other relevant equitable considerations. The relative benefits received
by the Company and such Stockholders on the one hand and such underwriters on
the other shall be deemed to be in the same proportion as the total proceeds
from the offering (net of underwriting discounts and commissions but before
deducting expenses) received by the Company and such Stockholders bear to the
total underwriting discounts and commissions received by such underwriters, in
each case as set forth in the table on the cover page of the prospectus. The
relative fault of the Company and such Stockholders on the one hand and of such
underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and such Stockholders or by such underwriters. The
relative fault of the Company on the one hand and of each such Stockholder on
the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement



                                       25
<PAGE>

of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company and the Stockholders agree that it would not be just and
equitable if contribution pursuant to this Section 4.08 were determined by pro
rata allocation (even if the underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.08, no underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no Stockholder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities of such Stockholder were offered
to the public exceeds the amount of any damages which such Stockholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Each such Stockholder's obligation to contribute
pursuant to this Section 4.08 is several in the proportion that the proceeds of
the offering received by such Stockholder bears to the total proceeds of the
offering received by all such Stockholders and not joint.

         SECTION 4.09. PARTICIPATION IN PUBLIC OFFERING. No Person may
participate in any Public Offering hereunder unless such Person (a) agrees to
sell such Person's securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the



                                       26
<PAGE>

terms of such underwriting arrangements and the provisions of this Agreement in
respect of registration rights.

         SECTION 4.10. OTHER INDEMNIFICATION. Indemnification similar to that
specified herein (with appropriate modifications) shall be given by the Company
and each Stockholder participating therein with respect to any required
registration or other qualification of securities under any federal or state law
or regulation or governmental authority other than the Securities Act.

                                    ARTICLE 5
                                  MISCELLANEOUS

         SECTION 5.01.  ENTIRE AGREEMENT.  This Agreement supersedes the
Original Stockholders Agreement and the Stockholders Agreement Amendment dated
as of November 26, 1999.

         SECTION 5.02. BINDING EFFECT; BENEFIT. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, successors, legal representatives and permitted assigns. Nothing in this
Agreement, expressed or implied, shall to confer on any Person other than the
parties hereto, and their respective heirs, successors, legal representatives
and permitted assigns, any rights, remedies, obligations or liabilities under or
by reason of this Agreement.

         SECTION 5.03. ASSIGNABILITY. This Agreement shall not be assignable by
any party hereto, except that any Person acquiring Shares who is required by the
terms of this Agreement to become a party hereto shall execute and deliver to
the Company an agreement to be bound by this Agreement and shall thenceforth be
a "STOCKHOLDER". Notwithstanding the foregoing, any Mezzanine Holder may, in
connection with a transfer of Company Securities other than pursuant to a Public
Offering, assign its rights (in whole or in part) under this Agreement (other
than any rights under Article 2) to another Person; PROVIDED that such Person
executes and delivers to the Company an agreement to be bound by the terms of
this Agreement applicable to the Mezzanine Holders (such Person, following such
execution and delivery, shall thereafter be a "MEZZANINE HOLDER"). Except as
provided in the definition of "Stockholder", any Stockholder who ceases to own
beneficially Company Securities shall cease to be bound by the terms hereof
(other than the provisions of Sections 4.05, 4.06, 4.07, 4.08, and 4.10
applicable to such Stockholder with respect to any offering of Registrable Stock
completed before the date such Stockholder ceased to own any Company
Securities).


                                       27
<PAGE>

         SECTION 5.04. AMENDMENT; WAIVER; TERMINATION. No provision of this
Agreement may be waived except by an instrument in writing executed by the party
against whom the waiver is to be effective. No provision of this Agreement may
be amended or otherwise modified except by an instrument in writing executed by
the Company with the approval of the Board and Stockholders holding at least 95%
of the outstanding Registrable Stock; PROVIDED that any amendment or other
modification of this Agreement that would adversely affect any Founding
Stockholder may be effected only with the consent of such Stockholder; and
PROVIDED FURTHER that any amendment or other modification of this Agreement that
would adversely affect any Mezzanine Holder may be effected only with the
consent of such Stockholder.

         SECTION 5.05. NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmissions
and shall be given,

     if to the Company or the Other Stockholders to:

              Manufacturers' Service Limited
              300 Baker Avenue, Suite 106
              Concord, Massachusetts  01742
              Attention:    Kevin C. Melia
              Fax:  (978) 287-5635

     with a copy to:

              Ropes & Gray
              One International Place
              Boston, Massachusetts  02110
              Attention: Michael Stick
              Fax:  (617) 951-7050

     and a copy to the DLJMB Entities, the DLJIP Entities and Magnetite at their
     addresses listed below.

     if to the DLJMB Entities, to:

              DLJ Merchant Banking Funding, Inc.
              DLJ Merchant Banking Partners, L.P.
              DLJ First ESC L.P.
              277 Park Avenue
              New York, New York 10172
              Attention:  Dan Pulver



                                       28
<PAGE>

              Fax:  (212) 892-7551

     and to:

              DLJ International Partners, C.V.
              DLJ Offshore Partners, C.V.
              c/o DLJ Offshore Management N.V.
              John B. Gorsiraweg 6
              Willemstad, Curacao
              Netherlands Antilles
              Attention:    Germaine Sprock
                            Pierson Trust (Curacao) N.V.

     with a copy to:

              Davis Polk & Wardwell
              450 Lexington Avenue
              New York, New York  10017
              Attention:  George R. Bason, Jr.
              Fax:  (212) 450-4800

     if to the DLJIP Entities to:

              DLJ Investment Partners II, L.P.
              277 Park Avenue
              New York, New York 10172
              Attention: Director
              Fax: (212) 892-7552

     with a copy to:

              DLJ Investment Partners II, L.P.
              277 Park Avenue
              New York, New York 10172
              Attention: Michelle Bergman
              Fax: (212) 892-2689

     and a copy to:

              Davis Polk & Wardwell
              450 Lexington Avenue
              New York, New York 10017
              Attention: George R. Bason, Jr.



                                       29
<PAGE>

              Fax: (212) 450-4800

     if to Magnetite:

              Magnetite Asset Investors L.L.C.
              c/o BlackRock Financial Management, Inc.
              345 Park Avenue, 29th Floor
              New York, New York 10154
              Attention: Dennis M. Schaney
              Fax: (212) 754-8756

     with a copy to:

              Kelso & Company
              320 Park Avenue, 24th Floor
              New York, New York 10022
              Attention: James J. Connors, II, Esq.
              Fax: (212) 223-2379

All notices, requests and other communications shall be deemed received on the
date of receipt by the recipient thereof if received prior to 5 p.m. in the
place of receipt and such day is a business day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding business day in the place of receipt.
Any notice, request or other written communication sent by facsimile
transmission shall be confirmed by certified mail, return receipt requested,
posted within one Business Day, or by personal delivery, whether courier or
otherwise, made within two Business Days after the date of such facsimile
transmission.

         Any Person who becomes a Stockholder shall provide its address and fax
number to the Company, which shall promptly provide such information to each
other Stockholder.

         SECTION 5.06.  HEADINGS.  The headings contained in this Agreement are
for convenience only and shall not affect the meaning or interpretation of this
Agreement.

         SECTION 5.07. COUNTERPARTS; EFFECTIVENESS. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original and all of which together shall be deemed to be one and the same
instrument. This Agreement shall be effective immediately prior to the
effectiveness of the registration statement referred to in the definition of
Initial Public Offering.




                                       30
<PAGE>

         SECTION 5.08.  APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE.

         SECTION 5.09. SPECIFIC ENFORCEMENT. Each party hereto acknowledges that
the remedies at law of the other parties for a breach or threatened breach of
this Agreement would be inadequate and, in recognition of this fact, any party
to this Agreement, without posting any bond, and in addition to all other
remedies which may be available, shall be entitled to obtain equitable relief in
the form of specific performance, a temporary restraining order, a temporary or
permanent injunction or any other equitable remedy which may then be available.

         SECTION 5.10. CONSENT TO JURISDICTION. Any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
brought in the United States District Court for the Southern District of New
York or any other New York State court sitting in New York City, and each of the
parties hereby consents to the non-exclusive jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 5.05 shall be deemed
effective service of process on such party.


                                       31
<PAGE>


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

                               MANUFACTURERS' SERVICES LIMITED

                               By:____________________________________________
                                     Name:  Kevin C. Melia
                                     Title:    Chairman and Chief
                                                  Executive Officer

DLJMB ENTITIES:                DLJ MERCHANT BANKING PARTNERS, L.P.
______________
                               By DLJ MERCHANT BANKING, INC.
                                     Managing General Partner

                               By:____________________________________________
                                     Name:
                                     Title:

                               DLJ INTERNATIONAL PARTNERS, C.V.

                               By DLJ MERCHANT BANKING, INC.
                                     Advisory General Partner

                               By:____________________________________________
                                     Name:
                                     Title:

                               DLJ OFFSHORE PARTNERS, C.V.

                               By DLJ MERCHANT BANKING, INC.
                                    Advisory General Partner

                               By:____________________________________________
                                    Name:
                                    Title:


                                       32
<PAGE>



                               DLJ MERCHANT BANKING FUNDING, INC.

                               By:____________________________________________
                                    Name:
                                    Title:

                               DLJ FIRST ESC L.P.

                               By DLJ LBO PLANS MANAGEMENT
                                     CORPORATION, General Partner

                               By:____________________________________________
                                    Name:
                                    Title:

DLJIP ENTITIES:                DLJ INVESTMENT PARTNERS II, L.P.
_______________
                               By  DLJ INVESTMENT PARTNERS II,
                                      INC., Managing General Partner

                               By:____________________________________________
                                     Name:
                                     Title:

                               DLJ INVESTMENT PARTNERS, L.P.

                               By  DLJ INVESTMENT PARTNERS,
                                      INC., Managing General Partner

                               By:____________________________________________
                                    Name:
                                    Title:

                               DLJ INVESTMENT FUNDING II, INC.

                               By:____________________________________________
                                     Name:
                                     Title:

                                       33
<PAGE>

                               DLJ ESC II L.P.

                               By  DLJ LBO PLANS MANAGEMENT
                                      CORPORATION, General Partner

                               By:____________________________________________
                                     Name:
                                     Title:

MAGNETITE:                     MAGNETITE ASSET INVESTORS L.L.C.

                               By:____________________________________________
                                     Name:
                                     Title:


                                       34
<PAGE>



THE TRUSTS:                    THE KEVIN C. MELIA 1995 IRREVOCABLE
__________                     TRUST

                               By:____________________________________________
                                     Name:
                                     Title: Trustee

                               THE KEVIN C. MELIA 1995 IRREVOCABLE
                               TRUST II

                               By:____________________________________________
                                     Name:
                                     Title: Trustee

                               THE ROBERT J. GRAHAM 1995 IRREVOCABLE
                               TRUST

                               By:____________________________________________
                                     Name:
                                     Title: Trustee

                               THE JULIE KENT 1995 IRREVOCABLE TRUST

                               By:____________________________________________
                                     Name:
                                     Title:  Trustee


                                       35
<PAGE>


INDIVIDUALS:
____________

                               ______________________________________
                               Kevin C. Melia

                               ______________________________________
                               Robert J. Graham


                               ______________________________________
                               Julie Kent

                               ______________________________________
                               Robert E. Donahue

                               ______________________________________
                               Rodolfo Archbold

                               ______________________________________
                               James N. Poor


                                       36