Exhibit 10.21
                                                                   -------------

           MedSource
              Technologies



           January 4 , 2001



           Mr. Rick McWhorter
           3706 Great Hill Road
           Crystal Lake, Illinois  60012
           (815) 356-0278
           Dear Rick,

           It gives me great pleasure to present this Offer of Employment. We
           are impressed with your business skills and your desire to be part of
           building a significant and successful new entity serving the medical
           device industry. The primary terms of your employment with MedSource
           Technologies are specified below:

           Title:                   Senior Vice President, Operations

           Commencement:            Your employment will commence on a mutually
                                    agreeable date. It is anticipated that you
                                    will start at the first mutually agreed date
                                    following the vesting of your options and
                                    annual bonus with your current employer,
                                    with a mid-February start date preferable if
                                    possible.

           Office Location:         Your principle place of business will be
                                    located in Minneapolis, Minnesota, with an
                                    understanding that your immediate relocation
                                    is not required.

           Salary:                  $200,000  annually to be paid on a bi-
                                    monthly  basis, or as otherwise dictated by
                                    the MedSource payroll schedule.

           Bonus:                   Bonuses are paid at the discretion of the
                                    Board of Directors of MedSource Technologies
                                    and are based on the Company achieving
                                    annual target performance thresholds. Your
                                    annual bonus opportunity will be 50% of your
                                    base salary ($100,000) at target
                                    performance. The bonus is uncapped. You will
                                    be eligible for a bonus payment in the 2001
                                    fiscal year ending June 30, 2001, prorated
                                    to your start date.

           Stock Options:           You will be eligible to participate in the
                                    MedSource non-qualified Stock Option  Plan.
                                    You shall receive options to purchase
                                    100,000 shares of the Company's Common Stock
                                    at an exercise price to be determined by the
                                    Board of Directors at the time of the grant.
                                    The exercise price is expected to be $17 per
                                    share, and with acceptance of this position
                                    your options would be granted at the
                                    February 6, 2001 Board Meeting.



January 4, 2001
Page 2


           Vacation:                You will be granted four weeks (20 working
                                    days) of vacation per year or as specified
                                    by Company policy. You will be entitled to
                                    take paid holidays as determined each year
                                    by the Board of Directors.

           Benefits:                Subject to the terms and conditions of
                                    eligibility, you will be entitled to the
                                    benefits package provided to all full-time
                                    regular employees of MedSource, which will
                                    include a 401k plan, medical, life, and
                                    disability insurance coverage.

           Confidentiality:         You will be required to enter into a
                                    non-compete and Confidentiality Agreement.
                                    In consideration for accepting this
                                    position, you will be granted twelve (12)
                                    months severance pay in the event you are
                                    terminated without cause, with such payment
                                    reduced by income you receive during the
                                    severance period from employment in another
                                    capacity.

           Expenses:                You will be entitled to reimbursement for
                                    business  related  out-of-pocket  expenses
                                    which  include: mileage, meals and other
                                    appropriate business related expenses.

                                    Relocation expenses will be reimbursed per
                                    company policy or as otherwise approved by
                                    the VP-Human resources and Business
                                    Integration at the time of your mutually
                                    agreed physical relocation.

           Rick, the aforementioned outlines the primary terms and conditions of
           your employment as we discussed recently. Your employment is
           "at-will".

           On behalf of us of all of those who have had the pleasure of meeting
           with you, welcome to the team. We are excited at the prospect of your
           joining our management team and helping us to build a world leading
           business in the medical device contract manufacturing market.

           Sincerely,

           /s/

           Richard Effress

           Chairman and CEO

           MedSource Technologies