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                                                               EXHIBIT 10.22


                         MANUFACTURERS' SERVICES LIMITED
            2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED

1.       NAME AND PURPOSE. This plan as amended shall be called the
Manufacturers' Services Limited 2000 Non-Employee Director Stock Option Plan,
As Amended (the "Plan"). The Plan is intended to encourage stock ownership by
Non-Employee Directors (as defined below) of Manufacturers' Services Limited,
a Delaware corporation (the "Company"), to provide such directors with an
additional incentive to manage the Company effectively and to contribute to
its success, and to provide a form of compensation which will attract and
retain highly qualified individuals as members of the Board of Directors of
the Company.

2.       EFFECTIVE DATE AND TERM OF THE PLAN. The Plan shall become effective
on the date of the consummation of the initial public offering of the
Company's common stock, par value $.001 per share (the "Effective Date").
Options may not be granted under the Plan after the tenth (l0th) anniversary
of the Effective Date (the "Term"); provided, however, that all options
outstanding as of that date shall remain or become exercisable pursuant to
their terms and the terms of the Plan.

3.       ADMINISTRATION. The Plan shall initially be administered by the
Board of Directors of the Company (the "Board"). The Board shall delegate the
administration of the Plan to a committee of Board (the "Committee") in the
event such a committee is established by the Board for such purpose and that
committee is composed solely of two or more "Non-Employee Directors" (as such
term is defined under Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")). Each member of the Committee shall be
eligible to participate in the Plan. References herein to the Committee shall
be deemed to refer to the Board in the event that the administration of the
Plan has not been delegated to the Committee. The Committee may, from time to
time, establish such regulations, provisions and procedures, within the terms
of the Plan, as in the opinion of its members may be advisable in the
administration of the Plan. A majority of the Committee shall constitute a
quorum, and the acts of a majority of a quorum at any meeting, or acts
reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee. The interpretation and
construction by the Committee of any provisions of the Plan or of any option
granted pursuant to the Plan shall be final and binding upon the Company and
any optionee. No member of the Board of Directors of the Company or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted pursuant thereto.

4.       STOCK AVAILABLE FOR OPTIONS. Subject to the adjustments as provided
in Subsection 7(f), the aggregate number of shares of common stock, par value
$.001 per share, of the Company (the "Common Stock") reserved for purposes of
the Plan shall be 225,000 shares of authorized and unissued shares or issued
shares reacquired by the Company (the "Shares"). Determinations as to the
number of Shares that remain available for issuance under the Plan shall be
made in accordance with such rules and procedures as the Committee shall
determine from time to time. If any outstanding option under the Plan expires
or is terminated for any reason before the end of the Term of the Plan, the
Shares allocable to the unexercised portion of such option shall become
available for the grant of other options under the Plan. No shares delivered
to the Company in full or partial payment upon exercise of an option pursuant
to Subsection 7(c)

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or in full or partial payment of any withholding tax liability permitted
under Section 10 shall become available for the grant of other options under
the Plan.

5.       PARTICIPATION. Subject to the limitations contained in this Section
5, any director of the Company who is not a contractual nor common law
employee of the Company or any of its subsidiaries or affiliates (a
"Non-Employee Director") will be eligible to be granted options to purchase
shares of the issued or issuable Common Stock in accordance and consistent
with the terms and conditions of the Plan. An optionee may hold more than one
option, but only on the terms and subject to the restrictions hereafter set
forth. Except as provided herein, terms and conditions of options granted to
a director at any given time need not be the same for any other grant of
options.

6.       OPTION GRANTS.

         (a)      DISCRETIONARY GRANTS. In addition to the automatic option
grants provided for in Subsections (b) and (c) hereof, the Committee shall be
authorized to determine from time to time the directors (among the
Non-Employee Directors) to be granted options, the number of shares of Common
Stock subject to such options, and the terms and conditions of the options to
be granted. All options granted under this Subsection (a) must be approved by
either the Board or the Committee prior to such grant.

         (b)      INITIAL GRANTS. Each Non-Employee Director who was in
office prior to the Effective Date and remains in office after the Effective
Date, shall be granted options to purchase 20,000 shares of Common Stock
unless such Non-Employee Director had previously received a such a grant
prior to the Effective Date. Any individual elected to the Board as a
Non-Employee Director after the Effective Date shall automatically be granted
options to purchase 20,000 shares of Common Stock (as adjusted pursuant to
Section 8 hereof) upon initial election to such position.

         (c)      ANNUAL GRANTS. Each Non-Employee Director shall
automatically be entitled to be granted options to purchase 5,000 shares of
Common Stock (as adjusted pursuant to Section 8 hereof) on each anniversary
of such Non-Employee Director's election to the Board of Directors. Such
options will be granted to each Non-Employee Director on the date of the
Company's Annual Meeting of Stockholders (or such other date as determined by
the Board in the event that an Annual Meeting of Stockholders is not held by
the Company).

         (d)      NON-STATUTORY STOCK OPTIONS. All options granted under the
Plan shall be non-statutory options not intended to qualify under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). Each option
granted under the Plan shall provide that such option will not be treated as
an "incentive stock option," as that term is defined in Section 422(b) of the
Code.

7.       TERMS AND CONDITIONS OF OPTIONS OF THE PLAN. Options granted under
this Plan shall be evidenced by agreements in such form as the Committee
shall from time to time approve, which agreements shall comply with and be
subject to the following conditions:

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         (a)      TERM OF OPTIONS. The term of each option shall be for a
period of not greater than ten (10) years from the date of grant of the
option.

         (b)      OPTION PRICE. The exercise price of each option shall be
not less than one hundred percent (100%) of the Fair Market Value of the
shares of Common Stock on the date of the grant of the option. If the shares
are traded in the over-the-counter market, the Fair Market Value per share
shall be the closing price on the national market list as quoted in the
National Association of Securities Dealers Automated Quotation System
("Nasdaq") on the day the option is granted or if no sale of shares is
reflected in Nasdaq on that day, on the next preceding day on which there was
a sale of shares reflected in Nasdaq. If the shares are not traded in the
over-the-counter market but are listed upon an established stock exchange or
exchanges, such Fair Market Value shall be deemed to be the closing price of
the shares on such stock exchange or exchanges on the day the option is
granted or if no sale of the shares shall have been made on any stock
exchange on that day, on the next preceding day on which there was a sale of
the shares.

         (c)      MEDIUM OF PAYMENT. The option price shall be payable to the
Company either (i) in United States dollars in cash or by check, bank draft,
or money order payable to the order of the Company or (ii) if permitted by
the Board, through the delivery of shares of the Common Stock with a Fair
Market Value on the date of the exercise equal to the option price, provided
such shares are utilized as payment to acquire at least 100 shares of Common
Stock, or (iii) by a combination of (i) and (ii) above. Fair Market Value
will be determined in the manner specified in Subsection 7(b) except as to
the date of determination.

         (d)      EXERCISE OF OPTIONS. Except as provided herein, the
Committee shall have the authority to determine, at the time of grant of each
option pursuant to Subsection 6(a), the times at which an option may be
exercised and any conditions precedent to the exercise of an option. Except
as provided herein, or as otherwise specified by the committee, options
granted pursuant to Subsection 6(b) and Subsection 6(c) shall become
exercisable in three equal installments beginning on the first anniversary of
the date of grant and continuing on each anniversary thereafter until all
such options are exercisable. An option shall be exercisable upon written
notice to the Chief Financial Officer of the Company, as to any or all shares
covered by the option, until its termination or expiration in accordance with
its terms or the provisions of the Plan. Notwithstanding the foregoing, an
option shall not at any time be exercisable with respect to less than 100
shares unless the remaining shares covered by an option are less than 100
shares. The purchase price of the shares purchased pursuant to an option
shall be paid in full upon delivery to the optionee of certificates for such
shares. Exercise by an optionee's heir, personal representative or permitted
transferee shall be accompanied by evidence of his or her authority to act,
in a form reasonably satisfactory to the Company.

         (e)      TERMINATION OF SERVICE AS DIRECTOR.

                  (i)      TERMINATION OF SERVICE FOR ANY REASON OTHER THAN
DEATH. In the event an optionee shall cease to serve the Company as a
director for any reason other than such optionee's death or Permanent
Disability, each option held by such optionee shall, to the extent rights to
purchase shares under the option have been accrued at the time such optionee
ceases to serve as a director, remain exercisable, in whole or in part, by
the optionee, subject to prior expiration according to its terms and other
limitations imposed by the Plan, for a period of one (1) year

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following the optionee's cessation of service as a director of the Company.
If the optionee dies after such cessation of service, the optionee's options
shall be exercisable in accordance with Subsection 6(e)(ii) hereof.

                  (ii)     TERMINATION OF SERVICE FOR DEATH OR PERMANENT
DISABILITY. If an optionee ceases to be a director by reason of death or
Permanent Disability, each option held by such optionee shall immediately
become exercisable and shall remain exercisable, in whole or in part, by (in
the case of Permanent Disability) the optionee or (in the case of death) the
personal representative of the optionee's estate or by any person or persons
who have acquired the option directly from the optionee during the shorter of
the following periods: (A) the term of the option, or (B) a period of two (2)
years from the death or Permanent Disability of such optionee. If an optionee
dies or a Permanent Disability occurs during the extended exercise period
following cessation of service specified in Subsection 6(e)(i) above, such
option may be exercised any time within the longer of such extended period or
one (1) year after death or Permanent Disability, subject to the prior
expiration of the term of the option. For purposes of this Subsection
6(e)(ii), "PERMANENT DISABILITY" shall mean a determination by the Social
Security Administration or any similar successor agency that an optionee is
"permanently disabled," and the date on which a Permanent Disability is
deemed to have occurred shall be the date on which such determination by such
agency shall have been made.

         (f)      ADJUSTMENT IN SHARES COVERED BY OPTION. The number of
shares covered by each outstanding option, and the purchase price per share
thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued and outstanding shares resulting from a split in or
combination of shares or the payment of a stock dividend on the shares or any
other increase or decrease in the number of such shares effected without
receipt of consideration by the Company. If the Company shall be the
surviving corporation in any merger or consolidation or if the Company is
merged into a wholly-owned subsidiary solely for purposes of changing the
Company's state of incorporation, each outstanding option shall pertain to
and apply to the securities to which a holder of the number of shares subject
to the option would have been entitled to receive in such transaction. In the
event of a Change in Control, only if provided in the option agreement, any
option awarded under this Plan to the extent not previously exercisable shall
immediately become fully exercisable. The Committee in its sole discretion
may direct the Company to cash out all outstanding options on the basis of
the Change in Control Price as of the date a Change in Control occurs or such
other date as the Committee may determine prior to the Change in Control. For
purposes of this Plan, a "CHANGE IN CONTROL" means the occurrence of any of
the following: (A) when any "person" as defined in Section 3(a)(9) of the
Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a
"group" as defined in Section 13(d) of the Exchange Act but excluding the
Company and any subsidiary, any of the Company's existing stockholders prior
to the Effective Date and any employee benefit plan sponsored or maintained
by the Company or any subsidiary (including any trustee of such plan acting
as trustee), directly or indirectly, becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act, as amended from time to time),
after the Effective Date, of securities of the Company representing forty
percent (40%) or more of the combined voting power of the Company's then
outstanding securities; (B) when, during any period of 24 consecutive months
during the existence of the Plan, the individuals who, at the beginning of
such period, constitute the Board of Directors of the Company (the "INCUMBENT
DIRECTORS") cease

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for any reason other than death to constitute at least a majority thereof;
provided, however, that a director who was not a director at the beginning of
such 24-month period shall be deemed to have satisfied such 24-month
requirement (and be an Incumbent Director) if such director was elected by,
or on the recommendation of or with the approval of, at least two-thirds of
the directors who then qualified as Incumbent Directors either actually
(because they were directors at the beginning of such 24 month period) or by
prior operation of this provision; or (C) the approval by the stockholders of
the Company of a transaction involving the acquisition of the Company by an
entity other than the Company or a subsidiary through purchase of assets, by
merger, or otherwise. For purposes of this Plan, "CHANGE IN CONTROL PRICE"
means the highest price per share of Common Stock paid in any transaction
reported on the New York Stock Exchange or paid or offered in any bona fide
transaction related to a Change in Control at any time during the 60-day
period immediately preceding the occurrence of the Change in Control, in each
case as determined by the Committee. In the event of a change in the shares
as presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any such
change shall be deemed to be the Shares within the meaning of the Plan. To
the extent that the foregoing adjustments relate to stock or securities of
the Company, such adjustments shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Any such adjustment
may provide for the elimination of any fractional share which might otherwise
become subject to an option. Except as expressly provided in this Subsection
7(f), the optionee shall have no rights by reason of any split or combination
of shares of stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class or
by reason of any dissolution, liquidation, merger, or consolidation or
spinoff of assets or stock of another corporation, and any issue by the
Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of stock
subject to the option. The grant of an option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure, or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.

         (g)      RIGHTS OF A STOCKHOLDER. An optionee shall have no rights
as a stockholder with respect to any shares covered by his or her option
until the date on which the optionee becomes the holder of record of such
shares. No adjustment shall be made for dividends, distributions, or other
rights for which the record date is prior to the date on which he or she
shall have become the holder of record thereof, except as provided in
Subsection 7(f).

         (h)      POSTPONEMENT OF DELIVERY OF SHARES AND REPRESENTATIONS. The
Company, in its discretion, may postpone the issuance and/or delivery of
shares upon any exercise of an option until completion of the registration or
other qualification of such shares under any state and/or federal law, rule
or regulation as the Company may consider appropriate, and may require any
person exercising an option to make such representations, including a
representation that it is the optionee's intention to acquire shares for
investment and not with a view to distribution thereof, and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of the shares in compliance with applicable laws, rules, and
regulations. In

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such event no shares shall be issued to such holder unless and until the
Company is satisfied with the accuracy of any such representations.

         (i)      TRANSFERABILITY. If provided in the option agreement, the
options granted pursuant to the Plan may be transferable by a Non-Employee
Director. The Committee shall have the sole discretion to determine to what
extent, if any, the options granted pursuant to the Plan are transferable by
a Non-Employee Director.

         (j)      OTHER PROVISIONS. The option agreements authorized under
the Plan shall contain such other provisions, including, without limitation,
restrictions upon the exercise of the option, as the Committee shall deem
advisable.

8.       ADJUSTMENTS IN SHARES AVAILABLE FOR OPTIONS. The adjustments in
number and kind of shares and the substitution of shares, affecting
outstanding options in accordance with Subsection 7(f) hereof, shall also
apply to the number and kind of shares issuable upon the exercise of options
to be granted pursuant to Section 6 and the number and kind of shares
reserved for issuance pursuant to the Plan, but not yet covered by options.

9.       AMENDMENT OF THE PLAN. The Board, insofar as permitted by law, shall
have the right from time to time, with respect to any shares at the time not
subject to options, to suspend or discontinue the Plan or revise or amend it
in any respect whatsoever. So long as the Common Stock is eligible for
trading on the New York Stock Exchange, the Board shall obtain stockholder
approval for those revisions or amendments of the Plan required to be so
approved pursuant to the rules of the New York Stock Exchange. If the Plan is
amended so that the exemption provided by Rule 16b-3 as a result of the Plan
being approved by the stockholders of the Company is no longer available for
options granted under Subsections 6(b) or 6(c) hereof, all options
subsequently granted thereunder must be approved by either the Board or the
Committee prior to such grant.

10.      WITHHOLDING OF TAXES. The Company shall have the right to deduct
from any payment to be made pursuant to this Plan, or to otherwise require,
prior to the issuance or delivery of any shares of Common Stock, payment by
the optionee of any federal, state, or local taxes required by law to be
withheld. Unless otherwise prohibited by the Committee, an optionee may
satisfy any such withholding tax obligation by any of the following means or
by a combination of such means: (a) tendering a cash payment; (b) authorizing
the Company to withhold from the shares otherwise issuable to the optionee a
number of shares having a Fair Market Value as of the "Tax Date," less than
or equal to the amount of withholding tax obligation; or (c) delivering to
the Company unencumbered shares owned by the optionee having a Fair Market
Value, as of the Tax Date, less than or equal to the amount of the
withholding tax obligation. The "TAX DATE" shall be the date that the amount
of tax to be withheld is determined. Fair Market Value shall be determined in
the manner specified in Subsection 7(b), except as to the date of
determination. An optionee's election to pay the withholding tax obligation
by either of (b) or (c) above shall be irrevocable, may be disapproved by the
Committee, and must be made either six (6) months prior to the Tax Date or
during the period beginning on the third business day following the date of
release of the Company's quarterly or annual summary statement of sales and
earnings and ending on the twelfth business day following such date.

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11.      RIGHT OF BOARD OF DIRECTORS OR STOCKHOLDERS TO TERMINATE DIRECTOR'S
SERVICE. Nothing in this Plan or in the grant of any option hereunder shall
in any way limit or affect the right of the Board of Directors or the
stockholders of the Company to remove any director or otherwise terminate his
or her service as a director, pursuant to the law, the Restated Certificate
of Incorporation, or Amended and Restated By-laws of the Company.

12.      APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of stock pursuant to options will be used for general corporate purposes.

13.      NO OBLIGATION TO EXERCISE OPTION. The granting of an option shall
impose no obligation on the optionee to exercise such option.

14.      CONSTRUCTION. This Plan shall be construed under the laws of the
State of Delaware.

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