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                                                          EXHIBIT 10.23

                         MANUFACTURERS' SERVICES LIMITED

                      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 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, plus
                  may be delivered in satisfaction of Awards under the Plan. The
                  shares of Stock may be authorized, but unissued, or reacquired
                  shares of Stock. 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


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                  Company and held in treasury. No fractional shares of Stock
                  will be delivered under the Plan.

         c.       OPTION & SAR LIMITS. The maximum number of shares of Stock for
                  which Stock Options may be granted to any person in any
                  calendar year, the maximum number of shares of Stock subject
                  to SARs granted to any person in any calendar year and the
                  aggregate maximum number of shares of Stock subject to other
                  Awards that may be delivered to any person in any calendar
                  year shall each be 1,000,000. For purposes of the preceding
                  sentence, the repricing of a Stock Option or SAR shall be
                  treated as a new grant to the extent required under Section
                  162(m). Subject to these limitations, each person eligible to
                  participate in the Plan shall be eligible in any year to
                  receive Awards covering up to the full number of shares of
                  Stock then available for Awards under the Plan.

         d.       OTHER AWARD LIMITS. No more than $1,000,000 may be paid to any
                  individual with respect to any Cash Performance Award. In
                  applying the limitation of the preceding sentence: (A)
                  multiple Cash Performance Awards to the same individual that
                  are determined by reference to performance periods of one year
                  or less ending with or within the same fiscal year of the
                  Company shall be subject in the aggregate to one limit of such
                  amount, and (B) multiple Cash Performance Awards to the same
                  individual that are determined by reference to one or more
                  multi-year performance periods ending in the same fiscal year
                  of the Company shall be subject in the aggregate to a separate
                  limit of such amount. With respect to any Performance Award
                  other than a Cash Performance Award or a Stock Option or SAR,
                  the maximum Award opportunity shall be 1,000,000 shares of
                  Stock or their equivalent value in cash, subject to the
                  limitations of Section 4.c.

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.

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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
Non-Qualified 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 (subject to the
limitations of Section 4) 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's
                  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's 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;

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         (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

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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 Non-Qualified 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.

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7.       EFFECT OF CERTAIN TRANSACTIONS

         a.       MERGERS, ETC.

         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 unless assumed by an acquiring or
surviving entity or its affiliate as provided in the following sentence. 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; PROVIDED, that no such
adjustment shall be made to the maximum share limits described in Section 4.c.
or 4.d.

         (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

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         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; PROVIDED,
that (except to the extent expressly required or permitted by the Plan) no such
amendment will, without the approval of the stockholders of the Company,
effectuate a change for which stockholder approval is required in order for the
Plan to continue to qualify under Section 422 of the Code.

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.

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                                    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)    Cash Performance Awards.

                  (viii)   Performance Awards.

                  (ix)     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.

         "CASH PERFORMANCE AWARD": A Performance Award payable in cash. The
right of the Company under Section 6.a.(3) to extinguish an Award in exchange
for cash or the exercise by the Company of such right shall not make an Award
otherwise not payable in cash a Cash Performance Award.

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         "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 which in the case of
Awards granted to officers of the Company shall be comprised solely of two or
more outside directors within the meaning of Section 162(m). 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.

         "EXISTING PLAN": The Company's Second Amended and Restated
Non-Qualified Stock Option Plan.

         "NON-QUALIFIED STOCK OPTION" shall mean the right to purchase shares
from the Company that is granted pursuant to this Plan.

         "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.

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         "PERFORMANCE AWARD": An Award subject to Performance Criteria. The
Committee in its discretion may grant Performance Awards that are intended to
qualify for the performance-based compensation exception under Section 162(m)
and Performance Awards that are not intended so to qualify.

         "PERFORMANCE CRITERIA": Specified criteria the satisfaction of which is
a condition for the exercisability, vesting or full enjoyment of an Award. For
purposes of Performance Awards that are intended to qualify for the
performance-based compensation exception under Section 162(m), a Performance
Criterion shall mean an objectively determinable measure of performance relating
to any of the following (determined either on a consolidated basis or, as the
context permits, on a divisional, subsidiary, line of business, project or
geographical basis or in combinations thereof): (i) sales; revenues; assets;
expenses; earnings before or after deduction for all or any portion of interest,
taxes, depreciation, amortization or other items, whether or not on a continuing
operations or an aggregate or per share basis; return on equity, investment,
capital or assets; one or more operating ratios; borrowing levels, leverage
ratios or credit rating; market share; capital expenditures; cash flow; stock
price; stockholder return; network deployment; sales of particular products or
services; customer acquisition, expansion and retention; or any combination of
the foregoing; or (ii) acquisitions and divestitures (in whole or in part);
joint ventures and strategic alliances; spin-offs, split-ups and the like;
reorganizations; recapitalizations, restructurings, financings (issuance of debt
or equity) and refinancings; transactions that would constitute a change of
control; or any combination of the foregoing. A Performance Criterion measure
and targets with respect thereto determined by the Administrator need not be
based upon an increase, a positive or improved result or avoidance of loss.

         "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.

         "SECTION 162(m)": Section 162(m) of the Code.

         "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 OPTIONS": Options entitling the recipient to acquire shares of
Stock upon payment of the exercise price.

         "SUBSIDIARY": A "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.

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         "UNRESTRICTED STOCK": An Award of Stock not subject to any restrictions
under the Plan.

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