Prepared by MerrillDirect





Exhibit 10.32


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.








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 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.





             (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, 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
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.





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 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.





             "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.