Prepared by MerrillDirect





Exhibit 10.31


MANUFACTURERS' SERVICES LIMITED


2000 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED


 


SECTION 1.  PURPOSE OF PLAN


                    The Manufacturers' Services
Limited 2000 Employee Stock Purchase Plan (the "Plan") is intended to
provide a method by which eligible employees of Manufacturers' Services
Limited, a Delaware corporation ("MSL"), and such of its Subsidiaries
as the Board of Directors of MSL (the "Board of Directors") may from
time to time designate (MSL and such Subsidiaries being hereinafter referred to
as the "Company") may use voluntary, systematic payroll deductions to
purchase shares of common stock, $.001 par value of MSL (such common stock
being hereafter referred to as "Stock") and thereby acquire an
interest in the future of MSL.  For
purposes of the Plan, a "Subsidiary" is any corporation that would be
treated as a subsidiary of MSL under Section 424(f) of the Internal Revenue
Code of 1986, as amended (the "Code").  The Plan is intended to qualify under Section 423 of the Code and
shall be construed accordingly.


SECTION 2.  OPTIONS TO PURCHASE STOCK


                    Under the Plan, there is
available an aggregate of not more than 750,000 shares of Stock (subject to
adjustment as provided in Section 15) for sale pursuant to the exercise of
options ("Options") granted under the Plan to employees of the
Company ("Employees") who meet the eligibility requirements set forth
in Section 3 hereof ("Eligible Employees").  The Stock to be delivered upon exercise of Options under the Plan
may be either shares of authorized but unissued Stock or shares of reacquired
Stock, as the Board of Directors may determine.


SECTION 3.  ELIGIBLE EMPLOYEES


                    Except as otherwise provided
below, each Employee of the Company will be eligible to participate in the
Plan.


                    (a)  Any Employee who immediately after the grant
of an Option would own (or pursuant to Section 423(b)(3) of the Code would be
deemed to own) stock possessing 5% or more of the total combined voting power
or value of all classes of stock of the employer corporation or of its parent
or subsidiary corporations, as defined in Section 424 of the Code, will not be
eligible to receive an Option to purchase Stock pursuant to the Plan.



                    (b)  No Employee will be granted an Option under
the Plan that would permit his or her rights to purchase shares of stock under
all employee stock purchase plans of the employer corporation and parent and
subsidiary corporations, as defined in Section 424 of the Code, to accrue at a
rate which exceeds $25,000 in fair market value of such stock (determined at
the time the Option is granted) for each calendar year during which any such
Option granted to such Employee is outstanding at any time, as provided in
Section 423 of the Code.





                    (c) The following
categories of Employees shall not be eligible to participate in the Plan:  (i) Employees whose customary employment for
the Company is twenty (20) hours or less per week, (ii) Employees whose
customary employment for the Company is for not more than five (5) months in any
calendar year.


SECTION 4.  METHOD OF PARTICIPATION


                    The periods commencing on
the Company’s payroll cycle ending on or about August 1 and  February 1 or such other dates as the Board
of Directors (or the Board’s delegate) shall determine will be termed
"Option Periods."  Provided
that on a one time basis, the Option Period in the third quarter of 2001 will
commence on the Company’s payroll cycle ending on or about September 1 and end
on or about January 31, 2002. Each person who is an Eligible Employee on the
date that is 15 days prior to an Option Period and will be an Eligible Employee
on the first day of such Option Period may elect to participate in the Plan by
executing and delivering, at least 15 days prior to the first day of such
Option Period, a payroll deduction authorization in accordance with Section
5.  Such Employee will thereby become a
participant ("Participant") on the first day of such Option Period
and will remain a Participant until his or her participation is terminated as
provided in the Plan.


SECTION 5.  PAYROLL DEDUCTION


                    The payroll deduction
authorization will request withholding at a rate (in whole percentages) of not
less than 1% nor more than 10% from the Participant's Compensation by means of
substantially equal payroll deductions over the Option Period from payroll periods
ending in the Option Period.  For
purposes of the Plan, "Compensation" means base pay, overtime,
bonuses and other remuneration paid by the Company and includible in a
Participant's taxable income, plus any such amounts that would be includible in
the Participant's taxable income but for a deferral election under Section
401(k) of the Code, but not including income arising from the grant or vesting
of a stock option or other stock award or from the disposition of stock
acquired under such an award.  A
Participant may change the withholding rate of his or her payroll deduction
authorization by written notice delivered to the Company at least 15 days prior
to the first day of the Option Period as to which the change is to be
effective.  All amounts withheld in
accordance with a Participant's payroll deduction authorization will be
credited to a withholding account maintained in the Participant's name on the
books of the Company.  Amounts credited
to the withholding account shall belong to the Company and shall not be
required to be set aside in trust or otherwise segregated from the Company's
general assets.


SECTION 6.  GRANT OF OPTIONS


                    Each person who is a
Participant on the first day of an Option Period will be granted, as of such
day and for such Period, an Option entitling the Participant to acquire shares
of Stock equal in number to the lesser of:


	 	 	(a)  the whole
  number (disregarding any fractional share amount) determined by dividing
  $12,500 by the fair market 
	 	value of one share of Stock on the first day of the
  Option Period; and



 





 


	 	 	(b)  the number
  (rounded down to the nearest whole number) determined by dividing (i) the
  balance credited to the   
	 	Participant's withholding account on the last day of
  the Option Period, by (ii) the purchase price per share of the Stock  determined under Section 7.



MSL will reduce, on
a substantially proportionate basis, the number of shares of Stock purchasable
by each Participant upon exercise of his or her Option for an Option Period in
the event that the number of shares then available under the Plan is
insufficient.  Option grants under this
Section 6 shall be automatic and need not be separately documented.


SECTION 7.  PURCHASE PRICE


                    The purchase price of Stock
issued pursuant to the exercise of an Option will be 85% of the fair market
value of the Stock at (a) the time of grant of the Option or (b) the time at
which the Option is deemed exercised, whichever is less.  Fair market value will mean the Closing
Price of the Stock.  The "Closing
Price" of the Stock on any business day will be the last sale price,
regular way, with respect to such Stock, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, with
respect to such Stock, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange; or, if such Stock is not listed or
admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which such Stock is
listed or admitted to trading; or, if such Stock is not listed or admitted to
trading, the last quoted price with respect to such Stock, or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market with respect to such Stock, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System or such
other similar system then in use; or, if on any such date such Stock is not
quoted by any such organization, the average of the closing bid and asked
prices with respect to such Stock, as furnished by a professional market maker
making a market in such Stock selected by the Board of Directors in good faith;
or, if no such market maker is available, the fair market value of such Stock
as of such day as determined in good faith by the Board of Directors.


SECTION 8.  EXERCISE OF OPTIONS


                    If any Employee is a
Participant in the Plan on the last business day of an Option Period, he or she
will be deemed to have exercised the Option granted to him or her for that
Period.  Upon such exercise, the Company
will apply the balance of the Participant's withholding account to the purchase
of the number of whole shares of Stock determined under Section 6 and as soon
as practicable thereafter will issue and deliver certificates for said shares
to the Participant or otherwise evidence the transfer of ownership of said
shares and will return to him or her the balance, if any, of his or her
withholding account in excess of the total purchase price of the shares so
issued; provided,
that if the balance left in the account consists solely of an amount equal to
the value of a fractional share it will be retained in the Account and carried
over to the next Period.  No fractional
shares will be issued hereunder.





                    Notwithstanding
anything herein to the contrary, MSL's obligation to issue and deliver shares
of Stock under the Plan will be subject to the approval required of any
governmental authority in connection with the authorization, issuance, sale or
transfer of said shares, to any requirements of any national securities
exchange applicable thereto, and to compliance by MSL with other applicable
legal requirements in effect from time to time.


SECTION 9.  INTEREST


                    No interest will be payable
on withholding accounts.


SECTION 10.  CANCELLATION AND WITHDRAWAL


                    A Participant who holds an
Option under the Plan may at any time prior to exercise thereof under Section 8
cancel all (but not less than all) of his or her Options by written notice
delivered to the Company.  Upon such
cancellation, the balance in the Participant's withholding account will be
returned to the Participant.


                    A Participant may terminate
his or her payroll deduction authorization as of any date by written notice
delivered to the Company and will thereby cease to be a Participant as of such
date.  Any Participant who voluntarily
terminates his or her payroll deduction authorization prior to the last
business day of an Option Period will be deemed to have canceled his or her
Option.


SECTION 11.  TERMINATION OF EMPLOYMENT


                    Except as otherwise provided
in Section 12, upon the termination of a Participant's employment with the
Company for any reason, he or she will cease to be a Participant, any Option
held by him or her under the Plan will be deemed canceled, the balance of his
or her withholding account will be returned, and he or she will have no further
rights under the Plan.


SECTION 12.  DEATH OF PARTICIPANT


                    A Participant may elect that
if death should occur during an Option Period the balance, if any, of the
Participant's withholding account at the time of death will be applied at the
end of the Period to the exercise of the Participant's Option and the shares
thereby purchased under the Option (plus any balance remaining in the
Participant's withholding account) will be delivered to the Participant's
designated beneficiary or beneficiaries. 
If the Participant has more than one designated beneficiary, the Company
will determine the allocation among them and its determination will be final
and binding on all persons.  For
purposes of the Plan, a Participant's designated beneficiary(ies) shall be (i)
such person or persons as are treated as the Participant's beneficiary(ies) for
purposes of the Company group life insurance plan applicable to the
Participant, or (ii) in the absence of any beneficiary determined under clause
(i), the Participant's estate.





SECTION 13.  EQUAL RIGHTS; PARTICIPANT'S RIGHTS NOT
TRANSFERABLE


                    All Participants granted
Options under the Plan with respect to any Option Period will have the same
rights and privileges.  Each
Participant's rights and privileges under any Option granted under the Plan
will be exercisable during the Participant's lifetime only by him or her and
except as provided at Section 12 above may not be sold, pledged, assigned, or
transferred in any manner.  In the event
any Participant violates or attempts to violate the terms of this Section, any
Options held by him or her may be terminated by the Company and, upon return to
the Participant of the balance of his or her withholding account, all of the
Participant's rights under the Plan will terminate.


SECTION 14.  EMPLOYMENT RIGHTS


                    Nothing contained in the
provisions of the Plan will be construed as giving to any Employee the right to
be retained in the employ of the Company or as interfering with the right of
the Company to discharge any Employee at any time.


SECTION 15.  CHANGE IN CAPITALIZATION


                    In the event of any change
in the outstanding Stock of MSL after January 1, 2000 by reason of a stock
dividend, split-up, recapitalization, merger, consolidation, reorganization, or
other capital change, the aggregate number and type of shares available under
the Plan, the number and type of shares under Options granted but not
exercised, the maximum number and type of shares purchasable under an Option,
and the Option price will be appropriately adjusted.


SECTION 16.  ADMINISTRATION OF PLAN


                    The Plan will be
administered by the Board of Directors or delegates of the Board which may
include the Compensation Committee, which will have the right to determine any
questions which may arise regarding the interpretation and application of the
provisions of the Plan and to make, administer, and interpret such rules and
regulations as it will deem necessary or advisable.  Reference to the Board of Directors in connection with its
administrative function under the Plan shall include its delegates.


SECTION 17.  AMENDMENT AND TERMINATION OF PLAN


                    MSL reserves the right at
any time or times to amend the Plan to any extent and in any manner it may deem
advisable, by vote of the Board of Directors or delegates of the Board which
may include the Compensation Committee; provided, that any amendment that would be
treated as the adoption of a new plan for purposes of Section 423 of the Code
and the regulations thereunder will have no force or effect unless approved by
the shareholders of MSL within twelve months before or after its adoption.





 


                    The Plan may be suspended or
terminated at any time by the Board of Directors.  In connection therewith, the Board of Directors may either cancel
outstanding Options or continue them and provide that they will be exercisable
either at the end of the applicable Option Period as determined under Section 4
above or on such earlier date as the Board of Directors may specify (in which
case such earlier date shall be treated as the last day of the applicable Option
Period).


SECTION 18.  APPROVAL OF SHAREHOLDERS



The Plan and the exercisability of Options
granted hereunder will be subject to the approval of the shareholders of MSL
obtained within twelve months before or after the date the Plan is adopted by
the Board of Directors.