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                                                                  Exhibit 10.37


January 31, 2002

Mr. Bert Notini
36 Andover Country Club Lane
Andover MA 01810

Dear Bert:

The following updates and confirms the recent changes to the terms of your
employment with Manufacturers' Services Ltd. ("the Company"):

Your position is Executive Vice President and Chief Financial Officer. Your
place of work is our Concord, Massachusetts Corporate Headquarters. You report
directly to me in my capacity as the President and Chief Executive Officer of
the Company.

Your compensation consists of the following:

     o   Base Salary has been increased effective January 21, 2002 to the
         bi-weekly rate of $12,500 ($325,000 per annum) payable in accordance
         with the Company's payroll practices and procedures. It is our
         compensation practice to review your base salary annually.


     o   The opportunity to earn on target incentive bonus in an amount up to
         80% of your Base Salary under the Company's 2002 Cash Incentive
         Compensation Plan. The amount of bonus you earn will be based on the
         Company achieving or exceeding specified financial targets and on your
         accomplishing Personal Performance Goals, which will be established.
         Your 2002 Incentive Compensation is guaranteed at 100% of target. All
         cash incentive compensation is paid annually. This plan may be changed
         from year to year. You will also be eligible to earn a Super
         Achievement bonus if MSL exceeds established goals. This plan may be
         changed from year to year.


     o   You accrue vacation at a rate of 4 weeks per year in accordance with
         the Company's vacation policy.


     o   You will be granted an option to purchase 275,000 shares of the
         Company's stock pursuant to the Company's Non-Qualified Stock Option
         Plan. The option price is $5.05. This was approved by the Compensation
         Committee on January 31, 2002


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In addition to the compensation set forth above, you currently receive health
and life insurance and other employee benefits in accordance with the terms and
conditions of the Company's respective Company benefit plans and policies in
force and effect, which may be changed, expanded or diminished from time to time
during the course of your employment by the Company. In addition, The Company
will provide you with life insurance in an amount of $1 million subject to your
completion of an insurance application process. This is in addition to the
$250,000 life insurance offered as part of our basic employee benefit program.

Your employment is an at-will basis, and either you or the Company may terminate
your employment, at any time, with or without "Cause" (as defined herein). If
your employment is terminated by the Company (and for this purpose the Company
includes any successor in interest) other than for Cause, death, or by you with
Good Reason, you will be entitled to salary continuation payments during the
12-month period following termination and we will also pay your entire COBRA
costs during the 12-month period. The total of all salary continuation payments
excluding COBRA, which shall be payable in 26 equal installments in accordance
with the Company's payroll practices and procedures, shall be an amount equal to
the sum of (i) your Base Salary for the fiscal year of termination, plus (ii)
your target incentive compensation for the current fiscal year provided that the
total payment should not be more than two (2) times Base Salary for the year of
termination, (y) salary continuation payments shall terminate upon your breach
of the Confidentiality Agreement, and (z) in further consideration for the
salary continuation payments, you will sign and deliver to the Company a general
release. In addition, in the event of a termination without "Cause" or for Good
Reason during the next twelve months (January 31, 2002 through January 31 2003)
all options which you hold to purchase shares of the Company's common stock that
are (i) unvested at the date your employment with the company is terminated and
(ii) are scheduled to vest during the twelve (12) months following the
termination date shall automatically vest on the date your employment is
terminated and shall be exercisable for six ( 6) months following the
termination of your employment.

For purposes of this letter:

         (a) "Cause" means (i) your willful and continued failure
substantially to perform your duties (other than (x) as a result of total or
partial incapacity due to physical or mental illness, or (y) for Good
Reason), (ii) your dishonesty in the performance of your duties, (iii) your
breach of the Confidentiality Agreement or (iv) your conviction of, or the
entry of a plea of guilty by you to, a felony involving your personal conduct
under the laws of the United States or any state thereof or conviction of, or
the entry of a plea of guilty to, a crime involving your personal conduct in
any other jurisdiction which crime would constitute a felony under the laws
of the United States or any state thereof if such crime had been committed
within the jurisdiction of the United States or any state thereof.

         (b)"Good Reason" means:

 (i) you are removed from your position of Executive Vice President and Chief
Financial Officer for any reason other than for Cause;


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 (ii) you are assigned duties, responsibilities or place of work that are
inconsistent, in a material respect, with the scope of duties and
responsibilities or place of work associated with your position as set forth in
the second sentence of this letter, or you are required to report directly to
any person other than me in my capacity set forth in the second sentence of this
letter;

 (iii) breach by the Company of any of its material employment obligations to
you;

 (iv) your Base Salary or the percentage of your Base Salary used to calculate
your Incentive Compensation is reduced other than for reasons of your
performance after written notice and a reasonable opportunity to cure; or

 (v) your election to terminate this agreement by giving written notice to the
Company between February 1, 2003 and March 1, 2003.

Your employment will be subject to, and the terms of this letter will be
interpreted in accordance with, the laws of the Commonwealth of Massachusetts
without regard to its conflict of laws rules.

The foregoing terms and conditions supersede any prior discussions related to
your employment by the Company. Please acknowledge your acceptance of these
terms and conditions by signing, dating and returning the enclosed duplicate
original of this offer letter to me.

Sincerely,

/s/ Robert C. Bradshaw
Robert C. Bradshaw
President and CEO


Accepted and Agreed:   /s/ Bert Notini                   1/31/02
                       ----------------------------  ---------------------------
                       Bert Notini                   Date

cc: James N. Poor, Executive Vice President, Human Resources