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                                                                     EXHIBIT 4.6

                         MANUFACTURERS' SERVICES LIMITED

                              AMENDED AND RESTATED
                      2000 NON-QUALIFIED STOCK OPTION PLAN

1.       DEFINED TERMS

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

2.       GENERAL

         The Amended and Restated 2000 Non-Qualified Stock Option Plan
("Plan") has been established to advance the interests of the Company by
giving Stock-based and other incentives to selected Employees, and other
persons (including both individuals and entities) who provide services to the
Company or its Affiliates.

3.       ADMINISTRATION

         The Administrator has discretionary authority, subject only to the
express provisions of the Plan, to interpret the Plan; determine eligibility
for and grant Awards; determine, modify or waive the terms and conditions of
any Award; prescribe forms, rules and procedures (which it may modify or
waive); and otherwise do all things necessary to carry out the purposes of
the Plan. Once an Award has been communicated in writing to a Participant,
the Administrator may not, without the Participant's consent, alter the terms
of the Award so as to affect adversely the Participant's rights under the
Award, unless the Administrator expressly reserved the right to do so.

4.       LIMITS ON AWARD UNDER THE PLAN

         a.       NUMBER OF SHARES. A maximum of 400,000 shares of Stock may be
                  delivered in satisfaction of Awards under the Plan. For
                  purposes of the preceding sentence, the following shares shall
                  not be considered to have been delivered under the Plan: (i)
                  shares remaining under an Award that terminates without having
                  been exercised in full; (ii) shares subject to an Award, where
                  cash is delivered to a Participant in lieu of such shares;
                  (iii) shares of Restricted Stock that have been forfeited in
                  accordance with the terms of the applicable Award; and (iv)
                  shares held back, in satisfaction of the exercise price or tax
                  withholding requirements, from shares that would otherwise
                  have been delivered pursuant to an Award. The number of shares
                  of Stock delivered under an Award shall be determined net of
                  any previously acquired Shares tendered by the Participant in
                  payment of the exercise price or of withholding taxes.

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

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5.       ELIGIBILITY AND PARTICIPATION

         The Administrator will select Participants from among those key
Employees and other individuals or entities providing services to the Company
or its Affiliates who, in the opinion of the Administrator, are in a position
to make a significant contribution to the success of the Company and its
Affiliates; PROVIDED, HOWEVER, that at least a majority of the shares of
Stock underlying Awards granted under the Plan must be awarded to Employees
who are not Officers or directors of the Company; and PROVIDED FURTHER, that
all of the Company's full-time employees in the United States, who are
"exempt employees," as defined under the Fair Labor Standards Act of 1938,
are eligible to receive Awards under the Plan.


6.       RULES APPLICABLE TO AWARDS

         a.       ALL AWARDS

         (1) TERMS OF AWARDS. The Administrator shall determine the terms of
all Awards subject to the limitations provided herein. In the case of a Stock
Option, the term shall be ten (10) years from the date of grant or such
shorter term as may be provided in the Award.

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

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

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

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

         (A)      all Stock Options and SARs held by a Participant immediately
                  prior to his or her death or Disability, to the extent then
                  exercisable, will remain exercisable by such Participant, his
                  or her executor, administrator or representative or the person
                  or


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                  persons to whom the Stock Option or SAR is transferred by
                  will or the applicable laws of descent and distribution, and
                  to the extent not then exercisable will vest and become
                  exercisable upon such Participant's death or Disability by
                  such Participant, his or her executor, administrator or
                  representative or the person or persons to whom the Stock
                  Option or SAR is transferred by will or the applicable laws of
                  descent and distribution, in each case for the lesser of (i) a
                  one year period ending with the first anniversary of the
                  Participant's death or Disability or (ii) the period ending on
                  the latest date on which such Stock Option or SAR could have
                  been exercised without regard to this Section 6.a.(5) and
                  shall thereupon terminate;

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

         (C)      all Stock Options and SARs held by the Participant whose
                  cessation of employment or other service relationship is
                  determined by the Administrator in its sole discretion to
                  result from the breach by the Participant of any non-compete
                  agreement or non-compete provision contained in any employment
                  agreement shall immediately terminate upon such cessation.

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

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

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


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

         b.       AWARDS REQUIRING EXERCISE

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

         (2) EXERCISE PRICE. The Administrator shall determine the exercise
price of each Stock Option.

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

         c.       AWARDS NOT REQUIRING EXERCISE

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

7.       EFFECT OF CERTAIN TRANSACTIONS

         a.       MERGERS, ETC.

         Except as otherwise provided in this paragraph, in the event of a
Covered Transaction, all outstanding Awards shall vest and if relevant become
exercisable and all deferrals, other than deferrals of amounts that are
neither measured by reference to nor payable in shares of Stock,


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shall be accelerated immediately prior to the Covered Transaction and upon
consummation of such Covered Transaction all Awards then outstanding and
requiring exercise shall be forfeited. In the event of a Covered Transaction,
unless otherwise determined by the Administrator, all Awards that are payable
in shares of Stock and that have not been exercised, exchanged or converted,
as applicable, shall be converted into and represent the right to receive the
consideration to be paid in such Covered Transaction for each share of Stock
into which such Award is exercisable, exchangeable or convertible, less the
applicable exercise price or purchase price for such Award. In connection
with any Covered Transaction in which there is an acquiring or surviving
entity, the Administrator may provide for substitute or replacement Awards
from, or the assumption of Awards by, the acquiring or surviving entity or
its affiliates, any such substitution, replacement or assumption to be on
such terms as the Administrator determines, provided that no such replacement
or substitution shall diminish in any way the acceleration of Awards provided
for in this section.

         b.       CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK

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

         (2) CERTAIN OTHER ADJUSTMENTS. The Administrator may also make
adjustments of the type described in paragraph (1) above to take into account
distributions to common stockholders other than those provided for in Section
7.a. and 7.b.(1), or any other event, if the Administrator determines that
adjustments are appropriate to avoid distortion in the operation of the Plan
and to preserve the value of Awards made hereunder.

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

8.       LEGAL CONDITIONS ON DELIVERY OF STOCK

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


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the Plan bear an appropriate legend reflecting any restriction on transfer
applicable to such Stock.

9.       AMENDMENT AND TERMINATION

         The Administrator may at any time or times amend the Plan or any
outstanding Award for any purpose which may at the time be permitted by law,
or may at any time terminate the Plan as to any further grants of Awards.

10.      NON-LIMITATION OF THE COMPANY'S RIGHTS

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

11.      GOVERNING LAW

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


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                                    EXHIBIT A

                               DEFINITION OF TERMS

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

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

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

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

                  (i) Stock Options.

                  (ii) SARs.

                  (iii) Restricted Stock.

                  (iv) Unrestricted Stock.

                  (v) Deferred Stock.

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

                  (vii) Performance Awards.

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

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

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

         "COMMITTEE": One or more committees of the Board. Any Committee may
delegate ministerial tasks to such persons (including Employees) as it deems
appropriate.

         "COMPANY":  Manufacturers' Services Limited.

         "COVERED TRANSACTION": Any of (i) a consolidation or merger in which
the Company is not the surviving corporation or which results in the
acquisition of at least 40% of the Company's


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then outstanding common stock by a single person or entity or by a group of
persons and/or entities acting in concert, (ii) a sale or transfer of all or
substantially all the Company's assets, or (iii) a dissolution or liquidation
of the Company.

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

         "DISABILITY": As defined in any employment agreement or, if there is
no such employment agreement, or if such employment agreement does not
contain any such defined term, then "Disability" shall mean the physical or
mental incapacity of the Participant and consequent inability of the
Participant, for a period of six (6) consecutive months or for an aggregate
of twelve (12) months in any twenty-four (24) consecutive month period, to
perform his duties with the Company. Any question as to the existence of the
Disability of such Participant as to which the Participant and the Company
cannot agree shall be determined in writing by a qualified independent
physician mutually acceptable to the Participant and the Company. If the
Participant and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing. The
determination of Disability made in writing to the Company and the
Participant shall be final and conclusive for all purposes of the Plan.

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

         "OFFICER": An "officer" as defined by Rule 16a-1(f) under the
Securities Exchange Act of 1934, as amended, or any successor rule.

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

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

         "PERFORMANCE AWARD": An Award subject to Performance Criteria.

         "PERFORMANCE CRITERIA": Specified criteria the satisfaction of which
is a condition for the exercisability, vesting or full enjoyment of an Award.

         "PLAN": The Manufacturers' Services Limited 2000 Non-Qualified Stock
Option Plan as from time to time amended and in effect.

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

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


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

         "STOCK OPTION" shall mean the right to purchase shares from the
Company that is granted pursuant to this Plan.

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










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