Exhibit 10.31

**MANUFACTURERS' SERVICES LIMITED**

2000 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

 

SECTION 1.  PURPOSE OF PLAN

                    The Manufacturers' ServicesLimited 2000 Employee Stock Purchase Plan (the "Plan") is intended toprovide a method by which eligible employees of Manufacturers' ServicesLimited, a Delaware corporation ("MSL"), and such of its Subsidiariesas the Board of Directors of MSL (the "Board of Directors") may fromtime to time designate (MSL and such Subsidiaries being hereinafter referred toas the "Company") may use voluntary, systematic payroll deductions topurchase shares of common stock, $.001 par value of MSL (such common stockbeing hereafter referred to as "Stock") and thereby acquire aninterest in the future of MSL.  Forpurposes of the Plan, a "Subsidiary" is any corporation that would betreated as a subsidiary of MSL under Section 424(f) of the Internal RevenueCode of 1986, as amended (the "Code").  The Plan is intended to qualify under Section 423 of the Code andshall be construed accordingly.

SECTION 2.  OPTIONS TO PURCHASE STOCK

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

SECTION 3.  ELIGIBLE EMPLOYEES

                    Except as otherwise providedbelow, each Employee of the Company will be eligible to participate in thePlan.

                    (a)  Any Employee who immediately after the grantof an Option would own (or pursuant to Section 423(b)(3) of the Code would bedeemed to own) stock possessing 5% or more of the total combined voting poweror value of all classes of stock of the employer corporation or of its parentor subsidiary corporations, as defined in Section 424 of the Code, will not beeligible to receive an Option to purchase Stock pursuant to the Plan.                    (b)  No Employee will be granted an Option underthe Plan that would permit his or her rights to purchase shares of stock underall employee stock purchase plans of the employer corporation and parent andsubsidiary corporations, as defined in Section 424 of the Code, to accrue at arate which exceeds $25,000 in fair market value of such stock (determined atthe time the Option is granted) for each calendar year during which any suchOption granted to such Employee is outstanding at any time, as provided inSection 423 of the Code.                    (c) The followingcategories of Employees shall not be eligible to participate in the Plan:  (i) Employees whose customary employment forthe Company is twenty (20) hours or less per week, (ii) Employees whosecustomary employment for the Company is for not more than five (5) months in anycalendar year.
SECTION 4.  METHOD OF PARTICIPATION

                    The periods commencing onthe Company’s payroll cycle ending on or about August 1 and  February 1 or such other dates as the Boardof Directors (or the Board’s delegate) shall determine will be termed"Option Periods."  Providedthat on a one time basis, the Option Period in the third quarter of 2001 willcommence on the Company’s payroll cycle ending on or about September 1 and endon or about January 31, 2002. Each person who is an Eligible Employee on thedate that is 15 days prior to an Option Period and will be an Eligible Employeeon the first day of such Option Period may elect to participate in the Plan byexecuting and delivering, at least 15 days prior to the first day of suchOption Period, a payroll deduction authorization in accordance with Section5.  Such Employee will thereby become aparticipant ("Participant") on the first day of such Option Periodand will remain a Participant until his or her participation is terminated asprovided in the Plan.

SECTION 5.  PAYROLL DEDUCTION

                    The payroll deductionauthorization will request withholding at a rate (in whole percentages) of notless than 1% nor more than 10% from the Participant's Compensation by means ofsubstantially equal payroll deductions over the Option Period from payroll periodsending in the Option Period.  Forpurposes of the Plan, "Compensation" means base pay, overtime,bonuses and other remuneration paid by the Company and includible in aParticipant's taxable income, plus any such amounts that would be includible inthe Participant's taxable income but for a deferral election under Section401(k) of the Code, but not including income arising from the grant or vestingof a stock option or other stock award or from the disposition of stockacquired under such an award.  AParticipant may change the withholding rate of his or her payroll deductionauthorization by written notice delivered to the Company at least 15 days priorto the first day of the Option Period as to which the change is to beeffective.  All amounts withheld inaccordance with a Participant's payroll deduction authorization will becredited to a withholding account maintained in the Participant's name on thebooks of the Company.  Amounts creditedto the withholding account shall belong to the Company and shall not berequired to be set aside in trust or otherwise segregated from the Company'sgeneral assets.

SECTION 6.  GRANT OF OPTIONS

                    Each person who is aParticipant on the first day of an Option Period will be granted, as of suchday and for such Period, an Option entitling the Participant to acquire sharesof 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, ona substantially proportionate basis, the number of shares of Stock purchasableby each Participant upon exercise of his or her Option for an Option Period inthe event that the number of shares then available under the Plan isinsufficient.  Option grants under thisSection 6 shall be automatic and need not be separately documented.

SECTION 7.  PURCHASE PRICE

                    The purchase price of Stockissued pursuant to the exercise of an Option will be 85% of the fair marketvalue of the Stock at (a) the time of grant of the Option or (b) the time atwhich the Option is deemed exercised, whichever is less.  Fair market value will mean the ClosingPrice of the Stock.  The "ClosingPrice" 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 placeon such day, the average of the closing bid and asked prices, regular way, withrespect to such Stock, in either case as reported in the principal consolidatedtransaction reporting system with respect to securities listed or admitted totrading on the New York Stock Exchange; or, if such Stock is not listed oradmitted to trading on the New York Stock Exchange, as reported in theprincipal consolidated transaction reporting system with respect to securitieslisted on the principal national securities exchange on which such Stock islisted or admitted to trading; or, if such Stock is not listed or admitted totrading, the last quoted price with respect to such Stock, or, if not soquoted, the average of the high bid and low asked prices in theover-the-counter market with respect to such Stock, as reported by the NationalAssociation of Securities Dealers, Inc. Automated Quotation System or suchother similar system then in use; or, if on any such date such Stock is notquoted by any such organization, the average of the closing bid and askedprices with respect to such Stock, as furnished by a professional market makermaking 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 Stockas of such day as determined in good faith by the Board of Directors.

SECTION 8.  EXERCISE OF OPTIONS

                    If any Employee is aParticipant in the Plan on the last business day of an Option Period, he or shewill be deemed to have exercised the Option granted to him or her for thatPeriod.  Upon such exercise, the Companywill apply the balance of the Participant's withholding account to the purchaseof the number of whole shares of Stock determined under Section 6 and as soonas practicable thereafter will issue and deliver certificates for said sharesto the Participant or otherwise evidence the transfer of ownership of saidshares and will return to him or her the balance, if any, of his or herwithholding account in excess of the total purchase price of the shares soissued; *provided*,that if the balance left in the account consists solely of an amount equal tothe value of a fractional share it will be retained in the Account and carriedover to the next Period.  No fractionalshares will be issued hereunder.                    Notwithstandinganything herein to the contrary, MSL's obligation to issue and deliver sharesof Stock under the Plan will be subject to the approval required of anygovernmental authority in connection with the authorization, issuance, sale ortransfer of said shares, to any requirements of any national securitiesexchange applicable thereto, and to compliance by MSL with other applicablelegal requirements in effect from time to time.
SECTION 9.  INTEREST

                    No interest will be payableon withholding accounts.

SECTION 10.  CANCELLATION AND WITHDRAWAL

                    A Participant who holds anOption under the Plan may at any time prior to exercise thereof under Section 8cancel all (but not less than all) of his or her Options by written noticedelivered to the Company.  Upon suchcancellation, the balance in the Participant's withholding account will bereturned to the Participant.

                    A Participant may terminatehis or her payroll deduction authorization as of any date by written noticedelivered to the Company and will thereby cease to be a Participant as of suchdate.  Any Participant who voluntarilyterminates his or her payroll deduction authorization prior to the lastbusiness day of an Option Period will be deemed to have canceled his or herOption.

SECTION 11.  TERMINATION OF EMPLOYMENT

                    Except as otherwise providedin Section 12, upon the termination of a Participant's employment with theCompany for any reason, he or she will cease to be a Participant, any Optionheld by him or her under the Plan will be deemed canceled, the balance of hisor her withholding account will be returned, and he or she will have no furtherrights under the Plan.

SECTION 12.  DEATH OF PARTICIPANT

                    A Participant may elect thatif death should occur during an Option Period the balance, if any, of theParticipant's withholding account at the time of death will be applied at theend of the Period to the exercise of the Participant's Option and the sharesthereby purchased under the Option (plus any balance remaining in theParticipant's withholding account) will be delivered to the Participant'sdesignated beneficiary or beneficiaries. If the Participant has more than one designated beneficiary, the Companywill determine the allocation among them and its determination will be finaland binding on all persons.  Forpurposes 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) forpurposes of the Company group life insurance plan applicable to theParticipant, or (ii) in the absence of any beneficiary determined under clause(i), the Participant's estate.

SECTION 13.  EQUAL RIGHTS; PARTICIPANT'S RIGHTS NOTTRANSFERABLE

                    All Participants grantedOptions under the Plan with respect to any Option Period will have the samerights and privileges.  EachParticipant's rights and privileges under any Option granted under the Planwill be exercisable during the Participant's lifetime only by him or her andexcept as provided at Section 12 above may not be sold, pledged, assigned, ortransferred in any manner.  In the eventany Participant violates or attempts to violate the terms of this Section, anyOptions held by him or her may be terminated by the Company and, upon return tothe Participant of the balance of his or her withholding account, all of theParticipant's rights under the Plan will terminate.

SECTION 14.  EMPLOYMENT RIGHTS

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

SECTION 15.  CHANGE IN CAPITALIZATION

                    In the event of any changein the outstanding Stock of MSL after January 1, 2000 by reason of a stockdividend, split-up, recapitalization, merger, consolidation, reorganization, orother capital change, the aggregate number and type of shares available underthe Plan, the number and type of shares under Options granted but notexercised, 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 beadministered by the Board of Directors or delegates of the Board which mayinclude the Compensation Committee, which will have the right to determine anyquestions which may arise regarding the interpretation and application of theprovisions of the Plan and to make, administer, and interpret such rules andregulations as it will deem necessary or advisable.  Reference to the Board of Directors in connection with itsadministrative function under the Plan shall include its delegates.

SECTION 17.  AMENDMENT AND TERMINATION OF PLAN

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

 

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

SECTION 18.  APPROVAL OF SHAREHOLDERSThe Plan and the exercisability of Optionsgranted hereunder will be subject to the approval of the shareholders of MSLobtained within twelve months before or after the date the Plan is adopted bythe Board of Directors.