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                                                                   Exhibit 10.35


AGREEMENT AND GENERAL RELEASE

MANUFACTURERS' SERVICES LTD., 300 BAKER AVENUE, CONCORD MASSACHUSETTS 01742,
        ITS AFFILIATES, SUBSIDIARIES, DIVISIONS, SUCCESSORS AND ASSIGNS, AND
        THE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF (COLLECTIVELY
        REFERRED TO THROUGHOUT THIS AGREEMENT AS "EMPLOYER"), AND ROBERT E.
        DONAHUE, ("EMPLOYEE") AGREE THAT:

                  1. LAST DAY OF EMPLOYMENT. Employee's last day of employment
with Employer shall be March 29, 2002. All benefit plans in which Employee
participates remain in effect until that date.

                  2. TERMINATION DATE. Employee's termination date shall be
March 29, 2002 (the "Termination Date").

                  3. CONSIDERATION. In exchange for Employee's agreement to the
terms of this Agreement and General Release ("Agreement"), Employer shall
consider Employee's separation of employment to be a resignation. Following
Employee's resignation from his employment with Employer, Employer will provide
Employee with the following consideration only after Employee reaffirms in
writing, in the form attached hereto as Exhibit A, his prior agreement to the
terms of this Agreement within twenty-one (21) days following the termination of
Employee's employment with Employer, and does not revoke his written affirmation
within seven (7) days of signing (the "Effective Date").

                  a.  Employer shall pay Employee salary continuation for a
                      twelve (12) month period following the Termination Date,
                      for a total sum of $650,553, less lawfully required and
                      voluntarily-authorized deductions. The total payments
                      represent Employee's current base salary of $325,000 and
                      FY2000 bonus earnings (including Employee's Target Bonus
                      and Super Achievement Bonus earned during the prior year).
                      This amount will begin to be paid following receipt of the
                      letter from Employee in the form attached hereto as
                      Exhibit A and in accordance with MSL's payroll practices
                      and procedures (twenty-six (26) bi-weekly installments)
                      and shall terminate in the event of any material breach by
                      Employee of the Agreement with Respect to Confidential
                      Information and Inventions and Non-Competition (the
                      "Non-Competition Agreement") that Employee entered into
                      with Employer on June 17, 1997. Employer shall also pay
                      Employee a base salary of $12,500 on a bi-weekly basis for
                      the period from December 31, 2001 through March 29, 2002.
                      Employer shall also pay Employee a prorated 2002 bonus
                      (90% of Employee's base salary) at 100% in a lump sum
                      payment made in the first payroll period after the
                      Effective Date of this Agreement. Employer shall also pay
                      Employee a FY2001 bonus if such bonuses are earned by
                      Employee and paid by Employer.



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                  b.  If Employee elects to continue medical and dental coverage
                      under Employer's medical and dental plans in accordance
                      with the continuation requirements of COBRA, Employer will
                      pay for the associated COBRA costs through September of
                      2003. For the period from October of 2003 through March of
                      2004, Employer will reimburse Employee for costs
                      associated with Employee's family health, dental and
                      vision insurance. This benefit is estimated to cost
                      Employer approximately $905.00 per month. To initiate
                      COBRA, Employee must return the COBRA communication that
                      will be forwarded, by The Stanton Group, to Employee's
                      home address. Employee's current medical and dental
                      benefits will continue until March 31, 2002.

                  c.  Employee will be paid all unused vacation as of March 29,
                      2002 in the first paycheck following Employee's
                      termination date.

                  d.  Employee's participation in Employer's short- and
                      long-term disability insurance plans will terminate on
                      March 29, 2002. Employer will reimburse Employee for
                      premiums associated with the purchase of private
                      disability insurance policy at the same level as the
                      Employer Plan for the period from April of 2002 until
                      March of 2004, in an amount not to exceed $7,000 per
                      annum.

                  e.  Employer will reimburse Employee for the premium payments
                      on Employee's Lincoln Benefit Life Company policy
                      0100325565 through March of 2004, in an amount not to
                      exceed $7,000 per annum in 2002 and 2003, and a prorata
                      portion of such amount in 2004.

                  f.  Employee's current Company stock options, which are
                      scheduled to vest on or before March 29, 2003, shall
                      become vested on January 1, 2002.

                  g.  Employee shall have twelve (12) months from the
                      Termination Date to exercise all vested options.

                  h.  All restrictions stated in the Amended and Restated
                      Stockholders Agreement dated June 2000 regarding Sale of
                      Company Stock will be removed as of January 1, 2002

                  4. NO CONSIDERATION ABSENT EXECUTION OF THIS AGREEMENT.
Employee understands and agrees that he would not receive the monies and/or
benefits specified in paragraph "3" above, except for his execution of this
Agreement and General Release and the fulfillment of the promises contained
herein.

                  5. REVOCATION. Employee may revoke this Agreement for a period
of seven (7) days following the day he executes this Agreement. Any revocation
within this period must be submitted, in writing, to James N. Poor and state,
"I hereby revoke my acceptance of our


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Agreement and General Release." The revocation must be personally delivered to
James N. Poor or his designee, or mailed to:

              Mr. James N. Poor
              Manufacturers' Services Ltd
              300 Baker Ave Suite 106
              Concord, MA 01742

If Employee mails a revocation, it must be postmarked within seven (7) days of
execution of this Agreement. This Agreement shall not become effective or
enforceable until the Effective Date (as defined above). If the last day of the
revocation period is a Saturday, Sunday, or legal holiday in Massachusetts, then
the revocation period shall not expire until the next following day which is not
a Saturday, Sunday, or legal holiday.

                  6. GENERAL RELEASE OF CLAIMS. Employee knowingly and
voluntarily releases and forever discharges Employer, its parent corporation,
affiliates, subsidiaries, divisions, successors and assigns and the current and
former employees, attorneys, officers, directors and agents thereof
(collectively referred to throughout the remainder of this Agreement as
"Employer"), of and from any and all claims, known and unknown, which the
Employee has or may have against Employer as of the date of execution of this
Agreement, including, but not limited to, any alleged violation of;


         o  The National Labor Relations Act, as amended;

         o  Title VII of the Civil Rights Act of 1964, as amended;

         o  Sections 1981 through 1988 of Title 42 of the United States Code,
            as amended;

         o  The Employee Retirement Income Security Act of 1974, as amended;

         o  The Immigration Reform Control Act, as amended;

         o  The Americans with Disabilities Act of 1990, as amended;

         o  The Age Discrimination in Employment Act of 1967, as amended;

         o  The Fair Labor Standards Act, as amended;

         o  The Occupational Safety and Health Act, as amended;

         o  The Massachusetts Law Against Discrimination, G.L. c. 151B,

         o  The Massachusetts Wage and Hour Laws, G.L. c. 151;

         o  The Massachusetts Civil Rights Act, G.L. c. 93;

         o  The Massachusetts Privacy Statute, G.L. c. 214, section 1B;

         o  The Massachusetts Wage Payment Statute, G.L. c. 149, section 148
            et seq.;


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         o  The Massachusetts Sexual Harassment Statute, G.L. c. 214
            section 1C;

         o  The Massachusetts Consumer Protection Act, G.L. c. 93A;

         o  The Massachusetts Civil Rights Act, G.L. c. 12, section 11;

         o  The Massachusetts Equal Rights Act, G.L. c. 93;

         o  Equal Pay Law for Massachusetts, as amended;

         o  Any other federal, state or local civil or human rights law or
            any other local, state or federal law, regulation or
            ordinance;

         o  Any public policy, contract, tort, or common law; or

         o  Any allegation for costs, fees, or other expenses including
            attorneys' fees incurred in these matters.

The Employer shall, upon receipt of Exhibit A executed by the Employee, on
behalf of the Employer, its affiliates, subsidiaries, divisions, successors and
assigns and the current and former employees, attorneys, officers, directors and
agents thereof, knowingly and voluntarily release and forever discharge Employee
of and from any and all claims, known and unknown, which the Employer has or may
have against Employee arising out of his employment with Employer as of the
Employer's receipt of Exhibit A executed by Employee following the Termination
Date, except as to the matter of In Re Initial Public Offering Securities
Litigation: Don Stearne on behalf of himself and all others similarly situated
vs. Manufacturers' Services Ltd; Kevin Melia, Robert Donahue, Bank of America
Securities LLC and et al, docket number 01 CV11000SAS, which is currently
pending in the United States District Court for the Southern District of New
York and in which Employee is individually named as a defendant.

                  7. AFFIRMATIONS. Employee affirms that he has not filed,
caused to be filed, or presently is a party to any claim, complaint, or action
against Employer in any forum or form. Employee further affirms that he has been
paid and has received all leave (paid or unpaid), compensation, wages, bonuses,
commissions, and/or benefits to which he may be entitled and that no other leave
(paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are
due to him, except as provided in this Agreement. Employee furthermore affirms
that he has no known workplace injuries or occupational diseases and has been
provided and/or has not been denied any leave requested under the Family and
Medical Leave Act.

Employer affirms that it has not filed, caused to be filed, or presently is a
party to any claim, complaint, or action against Employee in any forum or form.

                  8. CONFIDENTIALITY. Employee agrees not to disclose any
information regarding the existence or substance of this Agreement, except to
an attorney and/or tax advisor with whom Employee chooses to consult regarding
his consideration of this Agreement.


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Employer agrees not to disclose any information regarding the existence or
substance of this Agreement, except as required by law (I.E., court order, SEC
filings, etc.) and/or if disclosure is required in the opinion of
Employer's counsel.

                  9. COOPERATION. Employee shall reasonably cooperate with
Employer in the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of Employer which
relate to events or occurrences that transpired while Employee was employed with
Employer. Employee's reasonable cooperation in connection with such claims or
actions shall include, but not be limited to, being available to meet with
counsel to prepare for discovery or trial and to act as a witness on behalf of
Employer. During and after Employee's employment, Employee shall also reasonably
cooperate with Employer in connection with any investigation or review by any
federal, state or local regulatory authority as any such investigation relates
to events or occurrences that transpired while Employee was employed with
Employer. Employee further agrees to execute and deliver to Employer any
security and other agreements, instructions, statements, certificates,
replacement option grants, or other documents, and take any and all such other
actions that relate to matters that were within the scope of Employee's
authority while he was an employee or officer of Employer, as may be requested
by Employer, to effect, confirm or further assure or protect the Employer's
interests. Employer will reimburse Employee for all documented out-of-pocket
expenses necessarily incurred as a result of such cooperation, including travel,
lodging and meals. The consideration to be paid in accordance with this
Agreement shall terminate in the event of Employee's failure to cooperate as
required under this paragraph.

                  10. NO FUTURE APPLICATION FOR EMPLOYMENT. Employee shall not
apply in the future for employment with Employer.

                  11. GOVERNING LAW AND INTERPRETATION. This Agreement shall be
governed and conformed in accordance with the laws of the Commonwealth of
Massachusetts without regard to its conflict of laws provisions. In the event
the Employee breaches any provision of this Agreement, Employee and Employer
affirm that either may institute an action to specifically enforce any term or
terms of this Agreement. Should any provision of this Agreement be declared
illegal or unenforceable by any court of competent jurisdiction and cannot be
modified to be enforceable, excluding the general release language, such
provision shall immediately become null and void, leaving the remainder of this
Agreement in full force and effect.

                  12. NONADMISSION OF WRONGDOING. Employee agrees that neither
this Agreement nor the furnishing of the consideration for this Release shall be
deemed or construed at anytime for any purpose as an admission by Employer of
any liability or unlawful conduct of any kind. Employee further agrees that he
will not disparage Employer by stating, suggesting, implying, doing or saying
anything that could in any way be harmful to the business interests or good will
of Employer.

Employer agrees that neither this Agreement nor the furnishing of the
consideration for this Release shall be deemed or construed at anytime for any
purpose as an admission by Employee of any liability or unlawful conduct of any
kind. Employer further agrees that it will cause


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authorized Employer spokespersons and executive officers in the course of
performance of their duties for the Employer, not disparage Employee by stating,
suggesting, implying, doing or saying anything that could in any way be harmful
to the business or personal interests of Employee.

                  13. AMENDMENT. This Agreement may not be modified, altered or
changed except upon express written consent of both Parties wherein specific
reference is made to this Agreement.

                  14. ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement between the parties hereto, and fully supersedes any prior agreements
or understandings between the parties. Employee acknowledges that he has not
relied on any representations, promises, or agreements of any kind made to him
in connection with his decision to sign this Agreement, except for those set
forth in this Agreement.

                  EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN ADVISED IN WRITING THAT
HE HAS AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND GENERAL
RELEASE AND IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS
AGREEMENT AND GENERAL RELEASE.

                  HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE,
TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE
CONSIDERATION SET FORTH IN PARAGRAPH "3" ABOVE, EMPLOYEE FREELY AND KNOWINGLY,
AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE
INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST
EMPLOYER.

                  IN WITNESS WHEREOF, the parties hereto knowingly and
voluntarily-executed this Agreement and General Release as of the date set forth
below:

Employee                                 Manufacturers' Services Ltd.


/s/ Robert E. Donahue                       By: /s/ Kevin C. Melia
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Robert E. Donahue                           Kevin C. Melia
                                            Chairman and CEO


12/26/01                                    12/26/01
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Date                                        Date


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