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<CENTER><B>SECURITIES AND EXCHANGE COMMISSION</B></CENTER>
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<CENTER><B>Washington, D.C.  20549</B></CENTER>
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<CENTER><B>FORM S-8</B></CENTER>
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<CENTER><B>REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933</B></CENTER>
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   <td><B>Modern MFG Services, Inc.</B></td>
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   <td>(Exact name of registrant as specified in charter)</td>
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   <td>Nevada</td>
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   <td>(State or other jurisdiction of</td>
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   <td>incorporation or organization)</td>
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   <td>84-0503585</td>
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   <td>(I.R.S. Employer</td>
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   <td>Identification No.)</td>
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   <td>4463 Russell Road, Suite 102</td>
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   <td>Mukilteo, Washington 98275</td>
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   <td>(Address of principal executive offices and Zip Code)</td>
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   <td>Modern MFG STOCK COMPENSATION PLAN II</td>
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   <td>(Full title of the plan)</td>
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   <td>Roger M. Janssen</td>
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   <td>4463 Russell Road, Suite 102</td>
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   <td>Mukilteo, Washington 98275</td>
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   <td>(Name and address of agent for service)</td>
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   <td>(425) 315-1772</td>
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   <td>(Telephone number of agent for service)</td>
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<CENTER><B>CALCULATION OF REGISTRATION FEE</B></CENTER>
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   <td>Title of each class of</td>
   <td>Amount to be</td>
   <td colspan=2>Proposed maximum</td>
   <td colspan=2>Proposed maximum</td>
   <td colspan=2>Amount of</td>
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   <td>securities to be registered</td>
   <td>registered</td>
   <td colspan=2>offering price per share</td>
   <td colspan=2>aggregate offering price</td>
   <td colspan=2>registration fee</td>
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   <td><B>Common Shares</B></td>
   <td><B>700,000</B></td>
   <td><B>$</B></td>
   <td><B>0.25</B></td>
   <td><B>$</B></td>
   <td><B>175,000</B></td>
   <td><B>$</B></td>
   <td><B>16.10</B></td>
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   <td><B>Options to Purchase Shares</B></td>
   <td><B>700,000</B></td>
   <td><B>$</B></td>
   <td><B>0.00</B></td>
   <td><B>$</B></td>
   <td><B>0.00</B></td>
   <td><B>$</B></td>
   <td><B>0.00</B></td>
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   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
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   <td><B>Total</B></td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td><B>$</B></td>
   <td><B>16.10</B></td>
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<FONT SIZE=2>Note: </FONT>
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<FONT SIZE=2>Proposed maximum offering price per share and Proposed maximum aggregate offering price estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.</FONT>
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<CENTER>I</CENTER>
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Modern MFG Services, Inc. - Form S-8
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<CENTER><B>PART I</B></CENTER>
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<CENTER><B>INFORMATION REQUIRED IN THE PROSPECTUS</B></CENTER>
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Note: The document(s) containing the information concerning the Modern MFG Stock Compensation Plan II (the "Plan") of Modern MFG Services, Inc.,  a Nevada corporation (the "Registrant" or the "Company"), dated November 4, 2002 required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the statement of availability of registrant information, employee benefit plan annual reports and other information required by Item 2 of Form S-8 will be sent or given to participants as specified in Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8,  such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement on Form S-8 (the "Registration Statement") or as prospectuses or prospectus supplements pursuant to Rule 424.  The Company will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Company shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.
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<CENTER><B>PART II</B></CENTER>
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<CENTER><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></CENTER>
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Item 3. Incorporation of Documents by Reference.
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The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference into this Prospectus:
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   <td>a. The Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2001;</td>
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   <td>&nbsp;</td>
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   <td>b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended September 30, 2001,</td>
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   <td>December 31, 2001, and March 31, 2002;</td>
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   <td>&nbsp;</td>
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   <td>c. The Company's Definitive Proxy materials for its Shareholder Meeting of July 6, 2001; and</td>
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   <td>&nbsp;</td>
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   <td>d. The Company's Form S-8 Registration Statement filed August 16, 2001.</td>
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   <td>&nbsp;</td>
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   <td>e. The Company's Current Reports on Forms 8-K subsequent to December 31, 2000 and up to and including</td>
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   <td>the date of filing of this Registration Statement;</td>
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All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.
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Any statement contained in this Registration Statement, in a supplement to this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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<CENTER>Page 2</CENTER>
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Modern MFG Services, Inc. - Form S-8
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Item 4. Description of Securities.
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The Company's authorized capital consists of 100,000,000 authorized shares of Common Stock, $.001 par value, of which 13,732,522 shares were outstanding as of June 30, 2002. The Company has no authorized preferred stock.
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Common Stock
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Each share of Common Stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at a meeting of the shareholders, including the election of directors. The holders of Common Stock (i) have equal, ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company;  (iii) do not have preemptive or redemption provisions applicable thereto; and (iv) are entitled to one non cumulative vote per share on all matters on which  shareholders  may vote at all meetings of shareholders.
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All shares of Common Stock issued and outstanding are, and those offered hereby, when issued, will be fully paid and nonassessable, with no personal liability attaching to the ownership thereof.
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Transfer Agent
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The Company has appointed Pacific Stock Transfer Company, 5844 S. Pecos Road, Suite D, Las Vegas, Nevada 89120 as transfer agent for the Common Stock.  Their phone number is (702)361-3033.
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Item 5. Interests of Named Experts and Counsel.
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As of the date of this registration no named expert or counsel holds any specified interest or equity in the company.
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Item 6. Indemnification of Directors and Officers.
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Article Twelve of the Company's Articles of Incorporation authorizes the Corporation to indemnify to the maximum extent permitted under Nevada law.
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The Nevada Private Corporations Act allows indemnification of directors, officers, employees and agents of the Company, including the advancement of expenses:
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Section 78.751 of the Nevada Private Corporations Act provides:
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1.
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A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
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<CENTER>Page 3</CENTER>
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Modern MFG Services, Inc. - Form S-8
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2.
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A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was  serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
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3.
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To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1. and 2., or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
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4.
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Any indemnification under subsections 1. and 2., unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:(a) By the stockholders, (b) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding (c)If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
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5.
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The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
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6.
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The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
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(a)
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Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles or incorporation,  by-law, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding such office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or knowing violation of the law and was material to the cause of action.
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(b)
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Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors, and administrators of such a<B> </B>person<B>.</B>
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In general, officers and directors of Registrant are indemnified against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, and are not deemed to be liable to Registrant for negligence or misconduct in the performance of their duties.
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<CENTER>Page 4</CENTER>
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Modern MFG Services, Inc. - Form S-8
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Item 7. Exemption From Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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<table width="100%">
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   <td>Exhibit Number</td>
   <td>Description</td>
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<tr>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
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   <td>4</td>
   <td>Modern MFG Stock Compensation Plan II dated November 4, 2002.</td>
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   <td>&nbsp;</td>
   <td>&nbsp;</td>
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   <td>5</td>
   <td>Opinion of Counsel, Jeffrey H. Mackay. Esq.</td>
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   <td>&nbsp;</td>
   <td>&nbsp;</td>
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   <td>23.1</td>
   <td>Consent of Jonathon P. Reuben, C.P.A., Accountancy Corporation</td>
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   <td>&nbsp;</td>
   <td>&nbsp;</td>
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   <td>23.2</td>
   <td>Consent of Jeffrey H. Mackay, Esq. (Included in Exhibit 5)</td>
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Item 9.  Undertakings
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1.
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The Registrant hereby undertakes:
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(a)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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  to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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 to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the formation set forth in the registration statement;
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        (iii)
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 to include any material information with respect to a plan of distribution not previously disclosed in the registration  statement or any material change to such information in the registration statement;
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(b)
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  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof.
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(c)
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  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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2.
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The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof.
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<CENTER>Page 5</CENTER>
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Modern MFG Services, Inc. - Form S-8
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<CENTER><B>SIGNATURES</B></CENTER>
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Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has  reasonable  grounds to believe  that it meets all of the requirements  for  filing  on Form S-8 and has duly caused this Registration Statement to be signed on its  behalf by the undersigned, thereunto duly authorized, in the City of Mukilteo, State of Washington, on this 7th day of November, 2002.
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<table width="100%">
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   <td>Modern MFG Services, Inc.</td>
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   <td>&nbsp;</td>
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   <td>By: \S\ Roger M. Janssen</td>
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   <td>Chief Executive Officer</td>
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   <td>&nbsp;</td>
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   <td>By: \S\ Terry Burke</td>
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   <td>Chief Financial Officer</td>
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</table>
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In accordance with the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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<table width="100%">
<tr>
   <td>SIGNATURE</td>
   <td>TITLE</td>
   <td>DATE</td>
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<tr>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
</tr>
<tr>
   <td>\S\       Roger M. Janssen</td>
   <td>Chief Executive Officer, Director</td>
   <td>November 7, 2002</td>
</tr>
<tr>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
</tr>
<tr>
   <td>\S\       Terry Burke</td>
   <td>Director and Vice President of Finance</td>
   <td>November 7, 2002</td>
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<tr>
   <td>&nbsp;</td>
   <td>Secretary-Treasurer</td>
   <td>&nbsp;</td>
</tr>
</table>
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<CENTER>Page 6</CENTER>
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Modern MFG Services, Inc. - Form S-8
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<CENTER><B>EXHIBIT INDEX</B></CENTER>
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<table width="100%">
<tr>
   <td>Exhibit Number</td>
   <td>Exhibit Page Number(s)</td>
   <td>Document Page Number(s)</td>
</tr>
<tr>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
</tr>
<tr>
   <td>4</td>
   <td>C1 - C4</td>
   <td>8 - 11</td>
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<tr>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
</tr>
<tr>
   <td>5</td>
   <td>D1</td>
   <td>12</td>
</tr>
<tr>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
</tr>
<tr>
   <td>23.1</td>
   <td>E1</td>
   <td>13</td>
</tr>
<tr>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
   <td>&nbsp;</td>
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   <td>23.2</td>
   <td>(Included in Exhibit 5)</td>
   <td>&nbsp;</td>
</tr>
</table>
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<CENTER>Page 7</CENTER>
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{"company-data": {"conformed-name": "MODERN MFG SERVICES INC", "cik": "0001030984", "assigned-sic": "6500", "irs-number": "840503585", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101171", "film-number": "02818303"}, "business-address": {"street1": "4462 RUSSELL ROAD, SUITE 102", "street2": "#102", "city": "MUKILTEO", "state": "WA", "zip": "98275", "phone": "425-315-1772"}, "mail-address": {"street1": "22431 B-160 ANTONIO PARKWAY #415", "street2": "#415", "city": "RANCHO SANTA MARGARI", "state": "CA", "zip": "92688"}, "former-company": [{"former-conformed-name": "ROCKY MOUNTAIN POWER CO", "date-changed": "19970117"}, {"former-conformed-name": "MPEG SUPER SITE INC", "date-changed": "19991209"}]}
mods8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM S-8
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
Modern MFG Services, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
84-0503585
(I.R.S. Employer
Identification No.)
4463 Russell Road, Suite 102
Mukilteo, Washington 98275
(Address of principal executive offices and Zip Code)
Modern MFG STOCK COMPENSATION PLAN II
(Full title of the plan)
Roger M. Janssen
4463 Russell Road, Suite 102
Mukilteo, Washington 98275
(Name and address of agent for service)
(425) 315-1772
(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each class of
Amount to be
Proposed maximum
Proposed maximum
Amount of
securities to be registered
registered
offering price per share
aggregate offering price
registration fee
Common Shares
700,000
$
0.25
$
175,000
$
16.10
Options to Purchase Shares
700,000
$
0.00
$
0.00
$
0.00
Total
$
16.10
Note:
Proposed maximum offering price per share and Proposed maximum aggregate offering price estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.
I
Modern MFG Services, Inc. - Form S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the Modern MFG Stock Compensation Plan II (the "Plan") of Modern MFG Services, Inc.,  a Nevada corporation (the "Registrant" or the "Company"), dated November 4, 2002 required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the statement of availability of registrant information, employee benefit plan annual reports and other information required by Item 2 of Form S-8 will be sent or given to participants as specified in Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8,  such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement on Form S-8 (the "Registration Statement") or as prospectuses or prospectus supplements pursuant to Rule 424.  The Company will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Company shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference into this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2001;
b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended September 30, 2001,
December 31, 2001, and March 31, 2002;
c. The Company's Definitive Proxy materials for its Shareholder Meeting of July 6, 2001; and
d. The Company's Form S-8 Registration Statement filed August 16, 2001.
e. The Company's Current Reports on Forms 8-K subsequent to December 31, 2000 and up to and including
the date of filing of this Registration Statement;
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Page 2
Modern MFG Services, Inc. - Form S-8
Item 4. Description of Securities.
The Company's authorized capital consists of 100,000,000 authorized shares of Common Stock, $.001 par value, of which 13,732,522 shares were outstanding as of June 30, 2002. The Company has no authorized preferred stock.
Common Stock
Each share of Common Stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at a meeting of the shareholders, including the election of directors. The holders of Common Stock (i) have equal, ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company;  (iii) do not have preemptive or redemption provisions applicable thereto; and (iv) are entitled to one non cumulative vote per share on all matters on which  shareholders  may vote at all meetings of shareholders.
All shares of Common Stock issued and outstanding are, and those offered hereby, when issued, will be fully paid and nonassessable, with no personal liability attaching to the ownership thereof.
Transfer Agent
The Company has appointed Pacific Stock Transfer Company, 5844 S. Pecos Road, Suite D, Las Vegas, Nevada 89120 as transfer agent for the Common Stock.  Their phone number is (702)361-3033.
Item 5. Interests of Named Experts and Counsel.
As of the date of this registration no named expert or counsel holds any specified interest or equity in the company.
Item 6. Indemnification of Directors and Officers.
Article Twelve of the Company's Articles of Incorporation authorizes the Corporation to indemnify to the maximum extent permitted under Nevada law.
The Nevada Private Corporations Act allows indemnification of directors, officers, employees and agents of the Company, including the advancement of expenses:
Section 78.751 of the Nevada Private Corporations Act provides:
1.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
Page 3
Modern MFG Services, Inc. - Form S-8
2.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was  serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
3.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1. and 2., or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
4.
Any indemnification under subsections 1. and 2., unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:(a) By the stockholders, (b) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding (c)If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
5.
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
6.
The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a)
Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles or incorporation,  by-law, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding such office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or knowing violation of the law and was material to the cause of action.
(b)
Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors, and administrators of such a
person
.
In general, officers and directors of Registrant are indemnified against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, and are not deemed to be liable to Registrant for negligence or misconduct in the performance of their duties.
Page 4
Modern MFG Services, Inc. - Form S-8
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number
Description
4
Modern MFG Stock Compensation Plan II dated November 4, 2002.
5
Opinion of Counsel, Jeffrey H. Mackay. Esq.
23.1
Consent of Jonathon P. Reuben, C.P.A., Accountancy Corporation
23.2
Consent of Jeffrey H. Mackay, Esq. (Included in Exhibit 5)
Item 9.  Undertakings
1.
The Registrant hereby undertakes:
(a)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the formation set forth in the registration statement;
(iii)
to include any material information with respect to a plan of distribution not previously disclosed in the registration  statement or any material change to such information in the registration statement;
(b)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof.
(c)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2.
The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof.
Page 5
Modern MFG Services, Inc. - Form S-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has  reasonable  grounds to believe  that it meets all of the requirements  for  filing  on Form S-8 and has duly caused this Registration Statement to be signed on its  behalf by the undersigned, thereunto duly authorized, in the City of Mukilteo, State of Washington, on this 7th day of November, 2002.
Modern MFG Services, Inc.
By: \S\ Roger M. Janssen
Chief Executive Officer
By: \S\ Terry Burke
Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE
TITLE
DATE
\S\       Roger M. Janssen
Chief Executive Officer, Director
November 7, 2002
\S\       Terry Burke
Director and Vice President of Finance
November 7, 2002
Secretary-Treasurer
Page 6
Modern MFG Services, Inc. - Form S-8
EXHIBIT INDEX
Exhibit Number
Exhibit Page Number(s)
Document Page Number(s)
4
C1 - C4
8 - 11
5
D1
12
23.1
E1
13
23.2
(Included in Exhibit 5)
Page 7