Exhibit 10.32

**MANUFACTURERS' SERVICES LIMITED**

AMENDED AND RESTATED2000 NON-QUALIFIED STOCK OPTION PLAN

**1.**         **DEFINEDTERMS**

             Exhibit A, which is incorporated byreference, defines the terms used in the Plan and sets forth certainoperational rules related to those terms.

**2.**          **GENERAL**

             The Amended and Restated 2000Non-Qualified Stock Option Plan (“Plan”) has been established to advance theinterests of the Company by giving Stock-based and other incentives to selectedEmployees, and other persons (including both individuals and entities) whoprovide services to the Company or its Affiliates.

**3.**          **ADMINISTRATION**

             The Administrator has discretionaryauthority, subject only to the express provisions of the Plan, to interpret thePlan; determine eligibility for and grant Awards; determine, modify or waivethe terms and conditions of any Award; prescribe forms, rules and procedures(which it may modify or waive); and otherwise do all things necessary to carryout the purposes of the Plan.  Once anAward has been communicated in writing to a Participant, the Administrator maynot, without the Participant's consent, alter the terms of the Award so as toaffect adversely the Participant's rights under the Award, unless theAdministrator expressly reserved the right to do so.

**4.**          **LIMITS ONAWARD 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. |
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|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | **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 selectParticipants from among those key Employees and other individuals or entitiesproviding services to the Company or its Affiliates who, in the opinion of theAdministrator, are in a position to make a significant contribution to thesuccess of the Company and its Affiliates;*provided*,*however*,that at least a majority of the shares of Stock underlying Awards granted underthe Plan must be awarded to Employees who are not Officers or directors of theCompany; and *provided further*, that all of the Company’s full-time employeesin the United States, who are “exempt employees,” as defined under the FairLabor Standards Act of 1938, are eligible to receive Awards under the Plan.

**6.**          **RULESAPPLICABLE TO AWARDS**

**             a.**          **ALL AWARDS**

**             (1)**       **Terms of Awards.**  The Administrator shall determine the termsof all Awards subject to the limitations provided herein.  In the case of a Stock Option, the termshall be ten (10) years from the date of grant or such shorter term as may beprovided in the Award.

**             (2)**        **PerformanceCriteria. **Where rightsunder an Award depend in whole or in part on satisfaction of PerformanceCriteria, actions by the Company that have an effect, however material, on suchPerformance Criteria or on the likelihood that they will be satisfied will notbe deemed an amendment or alteration of the Award.

**             (3)**        **AlternativeSettlement. **The Companymay at any time extinguish rights under an Award in exchange for payment incash, Stock or other property on such terms as the Administrator determines,provided the holder of the Award consents to such exchange.

**             (4)**        **TransferabilityOf Awards. **Except as theAdministrator otherwise expressly provides, Awards may not be transferred otherthan by will or by the laws of descent and distribution, and during aParticipant's lifetime an Award requiring exercise may be exercised only by theParticipant (or in the event of the Participant's incapacity, the person orpersons legally appointed to act on the Participant's behalf).

**             (5)**        **Vesting,Etc. **Without limitingthe generality of Section 3, the Administrator may determine the time or timesat which an Award will vest *(i.e.,*become free of forfeiturerestrictions) or become exercisable and the terms on which an Award requiringexercise will remain exercisable. Unless the Administrator expressly provides otherwise, immediately uponthe cessation of the Participant's employment or other service relationshipwith the Company and its Affiliates an Award requiring exercise will cease tobe exercisable and all Awards to the extent not already fully vested will beforfeited, 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 providesotherwise, a Participant's "employment or other service relationship withthe Company and its Affiliates" will be deemed to have ceased, in the caseof an employee Participant, upon termination of the Participant's employmentwith the Company and its Affiliates (whether or not the Participant continuesin the service of the Company or its Affiliates in some capacity other thanthat of an employee of the Company or its Affiliates), and in the case of anyother Participant, when the service relationship in respect of which the Awardwas granted terminates (whether or not the Participant continues in the serviceof the Company or its Affiliates in some other capacity).

**             (6)**        **Taxes. **The Administrator will make suchprovision for the withholding of taxes as it deems necessary.  The Administrator may, but need not, holdback shares of Stock from an Award or permit a Participant to tender previouslyowned shares of Stock in satisfaction of tax withholding requirements, but notin excess of the minimum tax withholding rates applicable to the employee.

**             (7)**        **DividendEquivalents, Etc. **TheAdministrator may provide for the payment of amounts in lieu of cash dividendsor other cash distributions with respect to Stock subject to an Award.**             (8)        **RightsLimited. **Nothing in thePlan shall be construed as giving any person the right to continued employmentor service with the Company or its Affiliates, or any rights as a shareholderexcept as to shares of Stock actually issued under the Plan.  The loss of existing or potential profit inAwards will not constitute an element of damages in the event of termination ofemployment or service for any reason, even if the termination is in violationof an obligation of the Company or Affiliate to the Participant.
**             b.**          **AWARDSREQUIRING EXERCISE**

**             (1)**        **Time AndManner Of Exercise.**Unless the Administrator expressly providesotherwise, (a) an Award requiring exercise by the holder will not be deemed tohave been exercised until the Administrator receives a written notice ofexercise (in form acceptable to the Administrator) signed by the appropriateperson and accompanied by any payment required under the Award; and (b) if theAward is exercised by any person other than the Participant, the Administratormay require satisfactory evidence that the person exercising the Award has theright to do so.

**             (2)**        **ExercisePrice. **The Administratorshall determine the exercise price of each Stock Option.

**             (3)**        **PaymentOf Exercise Price, If Any. **Wherethe exercise of an Award is to be accompanied by payment: (a) all payments willbe by cash or check acceptable to the Administrator, or, if so permitted by theAdministrator, (i) through the delivery of shares of Stock which have beenoutstanding for at least six months (unless the Administrator approves ashorter 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 theCompany, payable on such terms as are specified by the Administrator, (iii) bydelivery of an unconditional and irrevocable undertaking by a broker to deliverpromptly to the Company sufficient funds to pay the exercise price, or (iv) byany combination of the foregoing permissible forms of payment; and (b) whereshares 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 ofsuch shares.

             **c.**          **AWARDS NOT REQUIRING EXERCISE**

             Awardsof 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 parvalue of the Awarded shares of Stock, or (ii) cash or other property having avalue not less than the par value of the Awarded shares of Stock payable insuch combination and type of cash, other property (of any kind) or services asthe Administrator may determine.

**7.**          **EFFECT OFCERTAIN TRANSACTIONS**

**             a.**          **MERGERS,ETC.**

             Except as otherwise provided inthis paragraph, in the event of a Covered Transaction, all outstanding Awardsshall vest and if relevant become exercisable and all deferrals, other thandeferrals of amounts that are neither measured by reference to nor payable inshares of Stock, shall be accelerated immediately prior to the CoveredTransaction and upon consummation of such Covered Transaction all Awards thenoutstanding and requiring exercise shall be forfeited.  In the event of a Covered Transaction,unless otherwise determined by the Administrator, all Awards that are payablein shares of Stock and that have not been exercised, exchanged or converted, asapplicable, shall be converted into and represent the right to receive theconsideration to be paid in such Covered Transaction for each share of Stockinto which such Award is exercisable, exchangeable or convertible, less theapplicable exercise price or purchase price for such Award.  In connection with any Covered Transactionin which there is an acquiring or surviving entity, the Administrator mayprovide for substitute or replacement Awards from, or the assumption of Awardsby, 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 theacceleration of Awards provided for in this section.**             b.          **CHANGES INAND DISTRIBUTIONS WITH RESPECT TO THE STOCK**
**             (1)**        **BasicAdjustment Provisions. **Inthe 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 appropriateadjustments to the maximum number of shares that may be delivered under thePlan under Section 4.a., and will also make appropriate adjustments to thenumber and kind of shares of stock or securities subject to Awards thenoutstanding or subsequently granted, any exercise prices relating to Awards andany other provision of Awards affected by such change.

**             (2)**        **CertainOther Adjustments. **TheAdministrator may also make adjustments of the type described in paragraph (1)above to take into account distributions to common stockholders other thanthose provided for in Section 7.a. and 7.b.(1), or any other event, if theAdministrator determines that adjustments are appropriate to avoid distortionin the operation of the Plan and to preserve the value of Awards madehereunder.

**             (3)**        **ContinuingApplication of Plan Terms.**References in the Plan to shares ofStock shall be construed to include any stock or securities resulting from anadjustment pursuant to Section 7.b.(1) or 7.b.(2) above.

**8.**          **LEGALCONDITIONS ON DELIVERY OF STOCK**

             The Company will not be obligatedto deliver any shares of Stock pursuant to the Plan or to remove anyrestriction from shares of Stock previously delivered under the Plan until theCompany's counsel has approved all legal matters in connection with theissuance and delivery of such shares; if the outstanding Stock is at the timeof delivery listed on any stock exchange or national market system, the sharesto be delivered have been listed or authorized to be listed on such exchange orsystem upon official notice of issuance; and all conditions of the Award havebeen satisfied or waived.  If the saleof 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, suchrepresentations or agreements as counsel for the Company may considerappropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued underthe Plan bear an appropriate legend reflecting any restriction on transferapplicable to such Stock.**9.          **AMENDMENT AND TERMINATION**
             The Administrator may at any timeor times amend the Plan or any outstanding Award for any purpose which may atthe time be permitted by law, or may at any time terminate the Plan as to anyfurther grants of Awards.

**10.**       **NON-LIMITATION OF THE COMPANY'S RIGHTS**

             The existence of the Plan or thegrant of any Award shall not in any way affect the Company's right to Award aperson bonuses or other compensation in addition to Awards under the Plan.

**11. GOVERNING LAW**

             The Plan shall be construed inaccordance with the laws of the Commonwealth of Massachusetts.

**EXHIBIT A**

**Definitionof Terms**

             The following terms, when used inthe Plan, shall have the meanings and be subject to the provisions set forthbelow:

**             "Administrator": **The Board or, if one or more has been appointed, theCommittee.

**             "Affiliate**":  Anycorporation or other entity owning, directly or indirectly, 50% or more of theoutstanding Stock of the Company, or in which the Company or any suchcorporation or other entity owns, directly or indirectly, 50% of theoutstanding capital stock (determined by aggregate voting rights) or othervoting 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 exchangeablefor 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 helpdefray in whole or in part the economic cost (including tax cost) of the Awardto the Participant.

**             "Board": **The Board of Directors of the Company.

**             "Code": **The U.S. Internal Revenue Code of 1986 as from time totime amended and in effect, or any successor statute as from time to time ineffect.

**             "Committee": **One or more committees of the Board.  Any Committee may delegate ministerial tasksto such persons (including Employees) as it deems appropriate.

**             "Company": **Manufacturers' Services Limited.

**             "CoveredTransaction": **Any of (i) a consolidation or merger in which theCompany is not the surviving corporation or which results in the acquisition ofat least 40% of the Company's then outstanding common stock by a single personor entity or by a group of persons and/or entities acting in concert, (ii) asale or transfer of all or substantially all the Company's assets, or (iii) adissolution or liquidation of the Company.**             "DeferredStock":  A promise to deliver Stock or other securities inthe future on specified terms.
**             "Disability":**  As defined inany employment agreement or, if there is no such employment agreement, or ifsuch employment agreement does not contain any such defined term, then“Disability” shall mean the physical or mental incapacity of the Participantand 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 theDisability of such Participant as to which the Participant and the Companycannot agree shall be determined in writing by a qualified independentphysician mutually acceptable to the Participant and the Company.  If the Participant and the Company cannotagree as to a qualified independent physician, each shall appoint such aphysician and those two physicians shall select a third who shall make suchdetermination in writing.  Thedetermination of Disability made in writing to the Company and the Participantshall be final and conclusive for all purposes of the Plan.

**             "Employee": **Any person who is employed by the Company or anAffiliate.

             **“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 orhereafter existing, as defined in Section 424(e) of the Code.

**             "Participant": **An Employee, director or other person providing servicesto the Company or its Affiliates who is granted an Award under the Plan.

**             "PerformanceAward**":  An Award subject to Performance Criteria.

**             "PerformanceCriteria**":  Specified criteria the satisfaction of whichis a condition for the exercisability, vesting or full enjoyment of an Award.

**             "Plan": **The Manufacturers' Services Limited 2000 Non-QualifiedStock Option Plan as from time to time amended and in effect.

**             "RestrictedStock": **An Award of Stock subject to restrictions requiring thatsuch Stock be redelivered to the Company if specified conditions are notsatisfied.

**             "SARs": **Rights entitling the holder upon exercise to receivecash or Stock, as the Administrator determines, equal to a function (determinedby the Administrator using such factors as it deems appropriate) of the amountby which the Stock has appreciated in value since the date of the Award.**             "Stock": **Common Stock of the Company, parvalue $ .001 per share.
             **“Stock Option”** shall mean theright to purchase shares from the Company that is granted pursuant to thisPlan.

**             "UnrestrictedStock": **An Award of Stock not subject to any restrictions underthe Plan.

 

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