EXHIBIT 10.33

                                    Amendment

         This amendment ("Amendment"), dated as of February 20, 2003, is between
Titan EMS, Inc., a Delaware Corporation ("the "Company"), and Louis James George
III("Executive").

         WHEREAS Company and Executive entered into an Agreement August 6, 2002
which is attached hereto and incorporated herein by reference; and

         WHEREAS, the Company and Executive have agreed that Executive will
resign effective on this date as its President, Chief Executive Officer, and as
a member of its Board of Directors; and

         WHEREAS, Executive will become Company's Managing Director pursuant to
the terms and conditions of this Amendment effective February 20, 2003;

         NOW, THEREFORE, in consideration of the promises, the mutual covenants
and obligations herein contained, and for other good and valuable consideration,
the receipt, adequacy, and sufficiency of which are hereby acknowledged, the
parties hereto do hereby covenant and agree as follows:

1.       EMPLOYMENT

         1.1      Position. The Company hereby confirms Executive's employment
                  as its Managing Director. Executive shall report directly to
                  the Company's Chief Executive Officer and shall perform the
                  duties described in Section 1.2 hereof, subject to such
                  limitations of authority as may be established from time to
                  time by the Company's Board of Directors and applicable law.

         1.2      Duties. Executive's duties will include all those duties
                  customarily associated with the position of Managing Director
                  in an emerging growth company, subject to a reasonable
                  agreement with the Company's Board of Directors. Such duties
                  shall include management of Company's west coast printed
                  circuit board operation as more commonly referred to by
                  Company as "Titan West". Executive agrees to devote
                  substantially his entire business time and attention to the
                  performance of his duties hereunder and to serve the Company
                  diligently and to the best of his abilities. Notwithstanding
                  the foregoing, Executive shall have the continuing right:

                  (a)      to make passive investments in the securities of any
                           publicly-owned corporation;

                  (b)      to make any other passive investments with respect to
                           which he is not obligated or required to, and does
                           not in fact, devote any substantial managerial
                           efforts that interfere with the fulfillment of his
                           duties to the Company; and

                  (c)      subject to the prior written approval to the
                           Company's Board of Directors (the "Board of
                           Directors"), to serve as a director of or consultant
                           to other companies and entities Executive represents
                           that he is under no actual or alleged restriction,
                           limitation, or other prohibition (whether as a result
                           of prior employment or otherwise) to perform his
                           duties as described herein.






2.       COMPENSATION AND BENEFITS


         2.1      Base Annual Salary. The Company shall pay Executive a base
                  annual salary of $125,000.00 (the "Base Annual Salary")
                  periodically throughout the year, commencing the date hereof,
                  in accordance with its customary payroll practices, as
                  modified from time to time, subject to all payroll and
                  withholding deductions required by applicable law. On May 31,
                  2003, the Base Annual Salary shall be adjusted to $140,000.

         2.2      Other Benefits. Executive shall be entitled to a 2003 bonus
                  program if the following targets are met or exceeded:


                                            % of Total net
                   Target        Period       revenue           Bonus
                   ------        ------     --------------    -------

                   Total         Q3              35%          $ 2,500.00

                   Materials     Q4              33%          $ 2,500.00

                   Total         Q3              32%          $ 2,500.00

                   Labor         Q4              30%          $ 2,500.00

                   Total                                      $10,000.00

         If Executive is entitled to a bonus, it shall be paid by Company
         on _________, 2003.

3.       PRESERVATION OF AGREEMENT

                  Unless specifically modified herein, all other provisions of
the Agreement dated August 6, 2002 between Company and Executive shall remain in
full force and effect.

                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the day and year first above written.

Titan EMS, Inc.

By:
   ----------------------------             -----------------------
   Chairman                                 Louis James George III