Exhibit 4.1

                                                                    Roger Atreya
                                                             ratreya@ottolaw.com

VIA EMAIL AT rj@modernmfg.com

Roger Janssen
President and Chief Executive Officer
Modern Manufacturing Services, Inc.
6605 202nd SW
Lynnwood, WA 98036

Re:   Engagement of The Otto Law Group, PLLC

Dear Mr. Janssen:

This Engagement Agreement confirms the principal terms under which Modern
Manufacturing Services, Inc. a Nevada corporation, ("Modern" or the "Company")
agrees to engage The Otto Law Group, PLLC ("Otto Law"). Under this Engagement
Agreement, Otto Law will assist Modern with various matters including, without
limitation, the following:

      1.    Developing and executing the Company's strategic financing and
            growth plans;

      2.    Preparing an offering memorandum and/or prospectus and developing
            other materials relevant to the Company's financing and growth
            strategy;

      3.    Providing legal advice in connection with and assisting with certain
            securities, corporate finance, blue sky and investor issues; and

      4.    Providing legal advice with respect to Modern's capitalization,
            corporate organization, contemplated financing, potential corporate
            transactions, corporate governance and other general business
            matters.

      In connection with the provision of the foregoing services, Otto Law
proposes that Modern agree to the following compensation arrangement:

      1.    Modern shall engage Otto Law for legal services required in
            connection with the matters as mentioned above; and


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2.    Otto Law shall bill Modern for fees, primarily on a hourly basis,
      according to Otto Law's usual and customary charges; also, Otto Law may
      adjust its fees for factors such as the amount of work involved in the
      representation, unusual time constraints, use of prior work product,
      overall value of the services, and regular periodic firm hourly rate
      adjustments. Otto Law's discounted hourly rates are as follows: David
      Otto's hourly rate will be $295.00 per hour ($310.00 normally); the rate
      for associates will be $205.00 per hour ($220.00 normally) and $185.00 per
      hour (normally $200.00); and the rate for non-attorney members of our
      staff will be between $50.00 and $120.00 per hour ($60.00 to $135.00
      normally).

We look forward to working together and helping Modern achieve its legal and
business objectives. If the proposed terms are acceptable to Modern, please sign
below and fax a signed copy of this Engagement Agreement to me.

      If you have any further questions or concerns, please do not hesitate to
contact me.

                                        Sincerely,

                                        The Otto Law Group, PLLC

                                        Roger Atreya /s/
                                        ----------------------------------------
                                        Roger Atreya

Agreed and Accepted this ____ day of February, 2003

MODERN MANUFACTURING SERVICES, INC.


By: /s/ Roger Janssen
   --------------------------------
   Roger Janssen
   President and Chief Executive Officer


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